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Gharibwal Cement AGM Notice 2023

Annual report of Gharibwal Cement 2023

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Sohail Raza
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0% found this document useful (0 votes)
45 views118 pages

Gharibwal Cement AGM Notice 2023

Annual report of Gharibwal Cement 2023

Uploaded by

Sohail Raza
Copyright
© © All Rights Reserved
We take content rights seriously. If you suspect this is your content, claim it here.
Available Formats
Download as PDF, TXT or read online on Scribd

ANNUAL REPORT 2023 01 GHARIBWAL CEMENT LIMITED

NOTICE OF
ANNUAL GENERAL MEETING
Notice is hereby given that 63rd Annual General Meeting of Gharibwal Cement Limited will be held on
Thursday, October 26, 2023 at 12:00pm at OBAN Hotel, 81-C-II, off MM Alam Road, Gulberg-II, Lahore
to transact the following businesses:

Ordinary Business
1. To confirm minutes of last Annual General Meeting (AGM) held on October 27, 2022.
2. To receive, consider and adopt the Audited Financial Statements of the company for the year ended
June 30, 2023 together with Auditor's and Director's report thereon.
3. To appoint Auditors of the Company for the year ending June 30, 2024. The Board of Directors, on
the recommendation of Audit Committee of the Company, has proposed re-appointment of "Kreston
Hyder Bhimji & Co, Chartered Accountants" as external auditors, for the year ending June 30, 2024.
Special Business
4. TRANSACTIONS WITH RELATED PARTIES
To ratify and approve transactions conducted with Related Parties by passing the following special
resolution with or without modification:
"Resolved that the transactions carried out with related parties and associated companies during
the year ended June 30, 2023 and disclosed in note 8, 9, 31, 40 & 41 of the Financial Statements be
and are hereby ratified, approved and confirmed.
Further resolved Board of Directors of the Company be and is hereby authorized to approve all
transactions to be conducted in the normal course of business with related parties and associated
companies during the year ending June 30, 2024 and onwards."
5. INVESTMENTS IN ASSOCIATES U/S 199 OF COMPANIES ACT, 2017
To approve short term loan up to Rs. 700 million to Balochistan Glass Limited (Associated Company)
for a period of one year, by passing the following resolutions, either with or without modification,
as required under section 199 of Companies Act, 2017:
"Resolved that Consent and approval of members of the company be and is hereby accorded under
section 199 of Companies Act, 2017 for short term loan facility up to Rs. 700 million to Balochistan
Glass Limited (an associated company) for a period of one year from the date of passing of this
resolution i.e. till October 26, 2024 on the terms and conditions to be contained in the agreement to
be executed between the Company and Associated Company in terms of Section 199 of Companies
Act, 2017.
Further resolved that CEO and/or Chief Financial Officer be and are hereby authorized, singly, to
complete all financial, legal and corporate formalities in connection with the above resolution."
6. CIRCULATION OF ANNUAL REPORTS THROUGH QR ENABLED CODE AND WEBLINK
To consider and, if deemed fit, pass, with or without modification(s), addition(s) or deletion(s), the
following resolution, as an ordinary resolution, to enable and authorize the Company to circulate
the Annual Report (including the audited financial statements, auditor's report, Directors' report,
Chairman's review report) to the members of the Company through QR enabled code and weblink,
in accordance with Section 223(6) of the Companies Act, 2017 read with S.R.O. 389(I)/2023 dated
March 21, 2023.
"Resolved that Gharibwal Cement Limited (the "Company") be and is hereby authorized to circulate
its annual report (including the annual audited financial statements, auditor's report, Directors' report,
Chairman's review report and other reports contained therein) to the members of the Company through
QR code and weblink address, to view and download the annual report, which be contained in the
notice of meeting.
Further resolved that the practice of circulation of the annual report through CD/USB be discontinued.

ANNUAL REPORT 2023 02 GHARIBWAL CEMENT LIMITED


Further resolved that the Company Secretary be and is hereby authorized to do all necessary acts,
deeds and things in connection therewith and ancillary thereto as may be required or expedient to
give effect to the spirit and intent of the above resolution."
Other Business:
7. To transact any other business with the permission of chair
By Order of the Board

Company Secretary
Date: October 04, 2023
Place: Lahore

NOTES:
1. Closure of Shares Transfer Books: The Share Transfer Books of the Company will remain close
from October 19, 2023 to October 26, 2023 both days inclusive. Transfer received by the Share
Registrar of the Company, Corplink (Private) Ltd, 1-K Commercial, Model Town Lahore up to October
18, 2023 will be considered in time for the purpose of attendance at AGM and dividend entitlement.a

2. Participation in General Meeting:

a. An individual beneficial owner of shares must bring his / her original CNIC or Passport, Account
and Participant's I.D. numbers to prove his / her identity.

b. A representative of corporate members, must bring the Board of Directors' Resolution and / or
Power of Attorney and the specimen signature of the nominee.

c. CDC account holders will further have to follow the guidelines as laid down in Circular No. 1
dated January 26, 2000 issued by the Securities and Exchange Commission of Pakistan.

d. A member entitled to attend and vote may appoint another member as his / her proxy to attend
and vote instead of him / her.

e. Proxies in order to be effective must be received at the Company's Registered Office, Pace Tower,
1st Floor, 27-H, Gulberg-II, Lahore not later than 48 hours before the time of holding the Meeting
and no account shall be taken of any part of the day that is not a working day.

f. A member shall not be entitled to appoint more than one proxy.

3. Deposit of Physical Shares in to CDC Account: As per Section 72 of the Companies Act, 2017
every existing listed company is required to replace its physical shares with book-entry form in a
manner as may be specified and from the date notified by the Commission.

The Shareholders having physical shareholding are encouraged to open CDC sub - account with
any of the brokers or Investor Account directly with CDC to place their physical shares into scrip less
form. This will facilitate them in many ways, including safe custody and sale of shares any time they
want, as the trading of physical shares is not permitted as per existing regulations of the Pakistan
Stock Exchange.

4. Request for Video Conference Facility: In terms of SECP's Circular No. 10 of 2014 dated May 21,
2014 read with the provisions contained under section 134(1)(b) of the Act, if the Company receives
request /demand from members holding in aggregate 10% or more shareholding residing at a
geographical location, to participate in the meeting through video conference at least 10 days prior
to the date of meeting, the Company will arrange video conference facility in that city, subject to
availability of such facility in that city.

In this regard, please fill the following form and submit to registered address of the Company 10
days before holding of the AGM. After receiving the request/demand of members having 10% or
more shareholding in aggregate, the Company will intimate members regarding venue of video
conference facility at least five (5) days before the date of AGM along with complete information
necessary to enable them to access such facility.

ANNUAL REPORT 2023 03 GHARIBWAL CEMENT LIMITED


REQUEST FOR VIDEO CONFERENCE FACILITY

I/We/Messrs. _________________________________ of _____________ being Member(s) of Gharibwal

Cement Limited, holder of _________________ ordinary share(s) as per Folio #___________ and / or CDC

Participant ID & Sub Account No. ___________________, hereby, opt for video conference facility at

____________________________________ city.

Signature of the Member(s)


(please affix companystamp in case of corporate entity)

5. Submission of the CNIC/NTN details (Mandatory): In accordance with the notification of the
Securities and Exchange Commission of Pakistan (SECP) vide SRO 779(1)/2011 dated August 18,
2011 and SRO 83(1)/2012 dated July 5, 2012, dividend warrants should bear CNIC number of the
registered member or the authorized person, except in case of minor(s) and corporate members.
Accordingly, Shareholders who have not yet submitted copy of their valid CNIC or NTN in case of
corporate entities are requested to submit the same to the Company's Shares Registrar. In case of
non-compliance, the Company may withhold dispatch of dividend warrants under intimation to
Regulator till such time they provide the valid copy of their CNIC as per law.

6. Provision of International Banking Account Number (IBAN Detail): Under the provisions of
Section 242 of the Companies Act, 2017 and SECP's Circular No. 421(I) 2018 dated March 19, 2021,
it is mandatory for a listed Company to pay cash dividend to its shareholders only through electronic
mode directly into bank account designated by the entitled shareholders. In this context, in order
to receive dividends directly into their bank account, shareholders having shareholding in physical
form are requested to provide their IBAN details duly signed along with a copy of CNIC to the
Registrar of the Company M/S Corplink (Private) Ltd, 1-K Commercial, Model Town Lahore. Shareholder
having shareholding in book entry form in CDS are advised to submit their IBAN details directly to
relevant broker/ participant/CDC Investor Account Services.

7. Unclaimed dividend: Shareholders, who by any reason, could not claim their dividend or bonus
shares or did not collect their physical shares, are advised to contact our Share Registrar M/S Corplink
(Private) Limited, 1-K Commercial, Model Town, Lahore to collect/enquire about their unclaimed
dividend or pending shares, if any.

Please note that in compliance with Section 244 of the Companies Act, 2017, after having completed
the stipulated procedure, all dividends unclaimed for a period of three years from the date due and
payable shall be deposited to the credit of the Federal Government /SECP and in case of shares,
shall be delivered to the Securities & Exchange Commission of Pakistan (SECP).

8. Zakat declaration: Members are requested to submit declaration (CZ-50) as per Zakat & Ushr
Ordinance 1980 for zakat exemption and to advise change in address, if any.

9. Availability of Financial Statements and Reports on the Website: In accordance with the Provision
of Section 223(7) of the Companies Act, 2017, the audited financial statements of the Company for
the year ended June 30, 2023 are available on the Company's website.

10. Transmission of annual report through CD: The Company has circulated annual financial statements
to its members through CD/email at their registered address. Printed copy of above referred
statements can be provided to members upon request.

11. Postal ballot and e-Voting: In accordance with the Companies (Postal Ballot) Regulations, 2018,
Section 143 and 144 of the Companies Act 2017 and under Postal Ballot Regulation, 2018 latest
amendments circulated through SRO dated December 05, 2022, SECP has directed all listed companies
to provide the right to vote through electronic voting facility and voting through post to the members
on all business classified as special business. Accordingly, members of Gharibwal Cement Limited
(the "Company") will be allowed to exercise their right to vote through electronic voting facility or
voting by post for the special business in this Annual General Meeting in accordance with the
requirements and subject to the conditions contained in the aforesaid Regulations.

ANNUAL REPORT 2023 04 GHARIBWAL CEMENT LIMITED


For the convenience of the Members, ballot paper is annexed to this notice and the same is also
available for download on the Company's website at www.gharibwalcement.com.

Procedure for E - Voting:


a. E-Voting facility will be provided by Corplink (Private) Limited, the Share Registrars & Corporate
Consultants, acting as E-Voting Services Provider.

b. Members who are intending to exercise their right of E-Voting shall confirm to the Company
at [email protected] on or before October 21, 2023 through their registered email
addresses already provided to the Company.

c. Details of the e-voting facility will be shared by our Corplink (Pvt) Limited through an e-mail
with those members of the Company who have their valid CNIC numbers, cell numbers, and e
mail addresses available in the register of members of the Company by the close of business
of October 21, 2023.

d. The web address, login details, will be communicated to members via email. The security codes
will be communicated to members through SMS from web portal of Corplink (Pvt) Limited (being
the e-voting service provider).

e. Identity of the Members intending to cast vote through e-Voting shall be authenticated through
electronic signature or authentication for login.

f. E-Voting lines will start from October 23, 2023, 09:00 PST and shall close on October 25, 2023
at 17:00 PST. Members can cast their votes any time in this period. A vote once casted shall not
be allowed to be changed.

Procedure for Voting Through Postal Ballot:


a. Members may alternatively opt for voting through postal ballot, which has been made available;

(i) as attachment to this Notice, and


(ii) on Company's website.

b. The members shall ensure that duly filled and signed ballot paper along with copy of Computerized
National Identity Card (CNIC) should reach the Chairman of the meeting through post on the
Company's registered address 27-H, Pace Tower, 1st Floor, Gulberg-II, Lahore or email at
[email protected] on and before 17:00 PST, October 25, 2023.

c. The signature on the ballot paper shall match with the signature on CNIC.

d. Incomplete, unsigned, incorrect, defaced, torn, mutilated, over written ballot paper will be rejected.

Scrutinizer
In accordance with the Regulation 11 of the Regulations, the Board of the Company has appointed
M/s Kreston Hyder Bhimji & Co., Chartered Accountants, a QCR rated audit firm, to act as the
Scrutinizer of the Company for the special business to be transacted in the meeting and to undertake
other responsibilities as defined in Regulation 11A of the Regulations.

The statement Under Sub Section 3 of Section 134 of The Companies Act, 2017, Pertaining to the
Special Business is annexed with this notice to the Members.

TRANSACTIONS WITH RELATED PARTIES


Transactions conducted with all related parties have to be approved by the Board of Directors duly
recommended by the Audit Committee on quarterly basis pursuant to clause 15 of the Listed Companies
(Code of Corporate Governance) Regulations, 2019.

During the 62nd Annual General Meeting of the Company, the shareholders had authorized the Board
of Directors to approve transactions with the related parties conducted in normal course of business for
the year ended June 30, 2023 and onward. In order to promote transparent business practices, these
transactions are being placed before the AGM for the formal approval / ratification by shareholders.

The company carries out transactions with its related parties on an arm's length basis as per the approved
policy with respect to 'transactions with related parties' in the normal course of business. All transactions
entered into with related parties require the approval of the Board Audit Committee of the Company,
which is chaired by an independent director of the company. Upon the recommendation of the Board
Audit Committee, such transactions are placed before the board of directors for approval.

ANNUAL REPORT 2023 05 GHARIBWAL CEMENT LIMITED


Transactions entered into with the related parties include, but are not limited to, sale of cement, dividends
paid, investments made (in accordance with the approval of shareholders and board where applicable),
remunerations to CEO and executive directors and salaries and other benefits paid to the key management
personnel. The nature of relationship with these related parties has also been indicated in the note 41
to the financial statements for the year ended June 30, 2023. The Directors are interested in the resolution
only to the extent of their common directorships in such related parties.

SHORT TERM LOAN TO BALOCHISTAN GLASS LTD


This statement sets out the material facts pertaining to special business proposed to be transacted under
section 199 of Companies Act, 2017 at AGM.

The Company extended/allowed the facility of short term loan from time to time for working capital
requirements to its associated company Balochistan Glass Limited ("BGL") in accordance with an agreement
in writing including all relevant terms and conditions as prescribed in the Companies (Investment in
Associated Companies or Associated Undertakings) Regulations, 2012 and as required under section 199
of Companies Act, 2017. The Company in its last AGM had extend this short term loan facility up to Rs.
600 for a period of one year till October 27, 2023.

Balochistan Glass Limited ("BGL") is a listed company and is engaged in manufacturing and sale of glass
containers, Tableware glass products and plastic shells for beverage companies. During the year, Muhammad
Tousif Peracha ("MTP") who is common sponsor director in both companies i.e. GCL and BGL, entered
into an agreement with a leading glass manufacturer Tariq Glass Limited ("TGL") whereby MTP sold 50%
of his shareholding in MMM Holding (Pvt) Ltd, a holding company of BGL, to TGL. As per terms and
condition of aforesaid agreement, TGL will take management control of BGL after completing legal
formalities. Based on financial standing of both MTP and TGL and future prospects of BGL after change
in management, it is proposed by the Board of the Company to renew/extend this short term loan facility
up to Rs. 700 million for a period of one year subject to the approval of the members in upcoming Annual
General Meeting. Directors of the Company have also provided their duly signed undertaking / due
diligence report with recommendations that they have carried out necessary due diligence for the proposed
investment in BGL and it has been kept at Registered Office of the Company for inspection of the members
along with audited/unaudited accounts of BGL as required under the Regulations.

Sr.# Requirement Information


1 Name of Company Balochistan Glass Limited (BGL)
- an Associated Company of GCL

2 Amount of loan Up to Rs. 700 million (Rupees seven hundred


million)

3 Purpose of loan etc. & benefits Purpose:


To earn income on the loan provided to BGL.
Benefits:
The Company will receive mark up at the rate of 1%
above of its average borrowing cost
Period:
For a period of one year till October 26, 2024

4 Outstanding Loan Amount as at Principal Rs. 587.36 million


June 30, 2023 Accrued markup Rs. 228.75 million (this accrued markup
has been recovered in full subsequent to year ended
June 30, 2023)

In case any loan has already been Company has already extended this facility up to
granted to the said associated Rs. 600 million to BGL by passing special resolution in
company or associated undertaking, last AGM for a period of one year
the complete details thereof.

5 Rate of Markup & Average Mark up rate:


Borrowing cost of GCL 6 months KIBOR + 3.5% i.e. 1% above the average
borrowing rate of GCL.

Average borrowing rate of GCL is KIBOR + 2.5% p.a.

ANNUAL REPORT 2023 06 GHARIBWAL CEMENT LIMITED


Sr.# Requirement Information
6 Financial Position of BGL Based on the latest unaudited quarterly financial
statements for the nine months ended March 31, 2023,
brief financial position of BGL is as under:

Rs. Million
Paid up Capital- Current 2,616
Accumulated Losses 6,230
Revaluation Surplus 1,048
Subordinated Loan 3,982
Deferred Liabilities 304
Short term borrowings 693
Current Liabilities 1,646
Current Assets 258
Current Ratio 0.16
Fixed Assets 2,390
Profit after tax (245)
EPS - (Rs.) (0.94)

7 Sources of funds from where loans Loan already given during previous years under special
or advances will be given resolution from internal cash availability of GCL. Further
loan, if any, will also be given from internal cash
generation of the Company.
(These are not from borrowed funds)

8 Personal Interest of Directors of GCL i. Muhammad Tousif Peracha,


ii. Faisal Aftab Ahmad; and
iii. Mian Nazir Ahmed Peracha
are common Directors in both Companies. Shareholding
of Common directors is as under:

Name BGL GCL


M Tousif Peracha 0.0% 53.7%
Mian Nazir Peracha 0.0% 0.0%
Faisal Aftab Nabi 0.0% 0.0%
Spouse of Mr. Muhammad Tousif Paracha:
Tabassum Tousif Peracha 0.0% 0.0%

9 Repayment Schedule Repayable within one year by October 26, 2024.

10 Salient features of agreements Terms of agreement will be in accordance with the terms
entered approved by the members in AGM.
Or to be entered with BGL

11 Particulars of collateral security to Muhammad Tousif Peracha (major sponsoring director of


be obtained against loan to the the both companies) has given his personal guarantee and
borrowing company or undertaking, also post-dated cheque as security against this loan to BGL
if any

12 Loan conversion option No such option is extended to BGL.

ANNUAL REPORT 2023 07 GHARIBWAL CEMENT LIMITED


Sr.# Requirement Information
13 Salient features of agreements Amount of Loan
entered or to be entered with its Up to Rs. 700 million- short term loan
associated company or associated Nature:
undertaking with regards to Renewal/extension of short term loan facility
proposed investment Purpose:
To earn income on the facility provided to BGL.
Benefits:
The Company will receive mark up at the rate of 1%
above of its average borrowing cost.

Period:
For a period of one year by October 26, 2024
Mark up rate:
6 months KIBOR + 3.5% p.a.
Principal Repayment:
Principal to be repaid by October 26, 2024.
Mark up repayment:
Mark up to be paid bi-annually.
Penalty:
1% additional markup in case of default or late
Repayment.

Circulation of Annual Audited Financial Statements through QR enabled code and weblink:

The Securities and Exchange Commission of Pakistan ("SECP") through its Notification No. S.R.O 389(I)/2023
dated March 21, 2023, has allowed companies to circulate the annual balance sheet and profit and loss
account, auditor's report and directors report, etc. ("annual audited financial statements") to its members
through QR enabled code and weblink.

The approval of the shareholders has to be obtained in the general meeting to circulate the annual audited
financial statements to its members through the QR enabled code and weblink.

A shareholder may request the Company Secretary or Share Registrar of the Company to provide a hard
copy of Annual Audited Accounts, and the same will be provided at shareholder's registered addresses,
free of cost within one week of the demand. In this regard, the Company's designated email address /
Share Registrar email address will be placed on website of the Company. A shareholder may also prefer
to receive hard copies for all future Annual Audited Accounts.

In view of the above, it is proposed that the Special Resolution at Agenda 6 of the Notice of AGM be
passed.

None of the Directors of the Company have any personal interest in the aforesaid Special Business except
in their capacity as Shareholders or Directors of the Company.

ANNUAL REPORT 2023 08 GHARIBWAL CEMENT LIMITED


GHARIBWAL CEMENT LIMITED
27H, Pace Tower, 1st Floor, Gulberg-II, Lahore. Ph: 042 36060600

BALLOT PAPER
Ballot paper for voting through post for poll at Annual General Meeting to be held on October 26, 2023
at 12:00 PST at OBAN Hotel, 81-C-II, off MM Alam Road, Gulberg-III, Lahore.

Contact detail of Chairman, where duly filled-in ballot paper may be sent:
Business address: Gharibwal Cement Limited, 27H, Pace Tower, 1st Floor, Gulberg-II, Lahore
Attention: Company Secretary
Designated email address: [email protected]

Name of shareholder / joint shareholders

Registered address of shareholder

Number of shares (held on October 18, 2023)


and folio number

CNIC No / Passport No (in case of foreigner)

Additional Information and enclosures (In case of


representative of body corporate, corporation and
Federal Government)

I/we hereby exercise my/our vote in respect of the following resolutions through postal ballot by conveying
my/our assent or dissent to the following resolutions by placing tick ( ) mark in the appropriate box below:

Sr. I/We assent to I/We dissent to


No. Name and Description of Resolutions the Resolution the Resolution
(FOR) (AGAINST)
1 Transactions with related parties

Resolved that the transactions carried out with


related parties and associated companies during the
year ended June 30, 2023 and disclosed in note 8, 9,
31, 40 & 41 of the Financial Statements be and are
hereby ratified, approved and confirmed.
Further resolved that Board of Directors of the
Company be and is hereby authorized to approve all
transactions to be conducted in the normal course of
business with related parties and associated
companies during the year ending June 30, 2024 and
onwards."

ANNUAL REPORT 2023 09 GHARIBWAL CEMENT LIMITED


ANNUAL REPORT 2023 10 GHARIBWAL CEMENT LIMITED
GHARIBWAL CEMENT LIMITED
27H, Pace Tower, 1st Floor, Gulberg-II, Lahore. Ph: 042 36060600

Sr. I/We assent to I/We dissent to


No. Name and Description of Resolutions the Resolution the Resolution
(FOR) (AGAINST)
2 Investment in Balochistan Glass Limited (an
associated company)

Resolved that Consent and approval of members of


the company be and is hereby accorded under section
199 of Companies Act, 2017 for short term loan facility
up to Rs. 700 million to Balochistan Glass Limited (an
associated company) for a period of one year from
the date of passing of this resolution i.e. till October
26, 2024 on the terms and conditions to be contained
in the agreement to be executed between the
Company and Associated Company in terms of
Section 199 of Companies Act, 2017.
Further resolved that CEO and/or Chief Financial
Officer be and are hereby authorized, singly, to
complete all financial, legal and corporate formalities
in connection with the above resolution."
3 Circulation of annual report through QR code

Resolved that Gharibwal Cement Limited (the


"Company") be and is hereby authorized to circulate
its annual report (including the annual audited
financial statements, auditor's report, Directors' report,
Chairman's review report and other reports contained
therein) to the members of the Company through QR
code and weblink address, to view and download the
annual report, which be contained in the notice of
meeting.
Further resolved that the practice of circulation of
the annual report through CD/USB be discontinued.

Further resolved that the Company Secretary be


and is hereby authorized to do all necessary acts,
deeds and things in connection therewith and
ancillary thereto as may be required or expedient to
give effect to the spirit and intent of the above
resolution."

Signature of Shareholder(s) ___________________________________ Place _________________ date _________________


NOTES/PROCEDURE FOR SUBMISSION OF DULY FILLED-IN BALLOT PAPER:
1. Duly filled-in and signed original postal ballot should be sent to the Chairman at above mentioned postal or email address.
2. Copy of CNIC/Passport (in case of foreigner) should be enclosed with the postal ballot form.
3. Postal ballot form should reach chairman of the meeting on or before 17:00 PST, October 25, 2023. Any postal ballot received
after this date, will not be considered for voting.
4. Signature on postal ballot should match the signature on CNIC/Passport (in case of foreigner).
5. Incomplete, unsigned, incorrect, defaced, torn, mutilated, over written ballot papers will be rejected.
6. Ballot paper can be downloaded from the Company's website www.gharibwalcement.com.
7. Members of the Company will be allowed to exercise their right to vote through electronic voting facility and the log-in
credentials will be shared with those members who opted for the same on or before October 21, 2023 and have valid CNIC
numbers, Cell Numbers and email addresses available in the register of members.

ANNUAL REPORT 2023 11 GHARIBWAL CEMENT LIMITED


ANNUAL REPORT 2023 12 GHARIBWAL CEMENT LIMITED
ANNUAL REPORT 2023 13 GHARIBWAL CEMENT LIMITED
ANNUAL REPORT 2023 14 GHARIBWAL CEMENT LIMITED
ANNUAL REPORT 2023 15 GHARIBWAL CEMENT LIMITED
ANNUAL REPORT 2023 16 GHARIBWAL CEMENT LIMITED
ANNUAL REPORT 2023 17 GHARIBWAL CEMENT LIMITED
ANNUAL REPORT 2023 18 GHARIBWAL CEMENT LIMITED
GOVERNANCE
ANNUAL REPORT 2023 21 GHARIBWAL CEMENT LIMITED
ANNUAL REPORT 2023 22 GHARIBWAL CEMENT LIMITED
ANNUAL REPORT 2023 23 GHARIBWAL CEMENT LIMITED
ANNUAL REPORT 2023 24 GHARIBWAL CEMENT LIMITED
ANNUAL REPORT 2023 25 GHARIBWAL CEMENT LIMITED
ANNUAL REPORT 2023 26 GHARIBWAL CEMENT LIMITED
DIRECTORS’
PROFILE

Muhammad Tousif Peracha Khalid Siddiq Tirmizey


Chief Executive Officer Chairman

He is a seasoned industrialist. He has vast He holds degrees of MBA from IBA Karachi and
geographically spread business experience of more Masters in Economics from University of the Punjab.
than 30 years in the field of international shipping, He has over 41 years of experience working at several
petroleum products, textile, real estate development, leading commercial banks in the country where he
glass, cement, auto mobile manufacturing. He is also ascended through a series of increasingly responsible
chief executive officer of Balochistan Glass Limited, positions including heading bank’s investment banking,
and director of Pak Hy-Oils Limited and Orion retail banking, credit and marketing businesses, country
Shipping (Pvt) Limited. head, MD, Deputy CEO, and acting CEO

Abdur Rafique Khan Daniyal Jawaid Paracha


Executive Director Independent Director

He holds degree of MBA from IBA Karachi. He He is an Associate member of Institute of Chartered
started his career as banker in Citi Bank N.A. He has Accountants in England and Wales, Institute of
vast geographically spread business experience of Chartered Accountants of Pakistan, Association of
more than 40 years in the field of international Chartered Certified Accountants (UK). He has hands
shipping, trading, hotel, and cement. on experience working with Price Water House Cooper
for more than 3 years in the Audit and Business
Assurance Services as well as Taxation and Legal
Service department.
Mian Nazir Ahmed Peracha
Non-Executive Director
He is a versatile, well known seasoned business man Faisal Aftab Ahmed
having geographically spread industry experience in Independent Director
cement, fertilizer, textile, jute, rice, shipping, sugar,
and trading. He performed activities of Honorary He is a Qualified Chartered Accountant and has
Consul General of Tajikistan in Lahore. He also Diversified Experience for more than 16 years in the
severed as director of the Bank of Punjab. field of Financial Advisory and Tax Planning.

ANNUAL REPORT 2023 27 GHARIBWAL CEMENT LIMITED


ANNUAL REPORT 2023 28 GHARIBWAL CEMENT LIMITED
BOARD OF DIRECTORS
The board is the decision making body of the company. It is responsible for setting the companies
strategic direction and for insuring that the company manage risk effectively.

Current Composition

Khalid Siddiq Tirmizey


Independent Directors Faisal Aftab Ahmed
Daniyal Jawaid Paracha
Amna Khan
Non Executive Directors Sorath Jamani
Mian Nazir Ahmed Peracha
Muhammad Tousif Peracha
Executive Directors Abdur Rafique Khan
Mustafa Tousif Ahmed Paracha

The Board’s responsibilitie include: Composition of the Board


The Company’s Constitution provides that there
• Oversight of the Company including its control shall be a minimum of seven directors and a
and accountability systems; maximum of ten directos on the Board. The
• appointing, rewarding and determining the composition of the Board shall be as follow as per
duration of the appointment of the CEO and corporate laws:
ratifying the appointment of senior executives
including the Chief Financial Officer and the Independent Directors 2 or 1/3 of total
Company Secretary; member whichever is
• Rewieving and approving overall financial goals higher
for the Company; Executive Directors 1/3 of total members at
• Guiding the development of the Company’s maximum
strategy and monitoring its implementation; Female Directors At least one member
• Monitoring business performance and ensuring
that appropriate resources are available; Meeting of Board
• Approving the Company’s financial statements The Board meets at least once during a quarter. The
and annual budget, and monitoring financial chairman sets the agenda of the meeting of the
performance against the approved budget; board and ensures that reasonable time is available
• Reviewing, ratifying and monitoring systems of for discussion of the same. All written notices and
risk management and internal control, codes relevant material, including the agenda, of meetings
of conduct and legal compliance (including in are circulated at least seven days prior to the
respect of matters of sustainability, safety, health meetings, except in the case of emergency meetings,
and environment); key management where the notice period may be reduced or waived.
recommendations (such as major capital
expenditure, acquisitions divestments, restruc-
turing and funding); The chairman ensures that the minutes of meetings
• Determining dividend policy and the amount, of the board of directors are kept in accordance with
nature and timing of dividends to be paid; the requirements of Section 178 and 179 of the Act.
• Monitoring Board composition, processes and The company secretary acts as secretary to the board.
performance; and
• Monitoring the effectiveness of systems in place The Chief Financial Officer and the Financial
for keeping the market informed, including Controller/ Company Secretary of the Company
shareholder and community relations. attend all meetings of the board of directors.
The roles of the Chairman and the CEO are not Issues to be placed for decision of Board of
exercised by the same individual. Last election Directors
ofdirectos were held during February 2022 and next The chief executive officer of the Company places
election of directors shall be due during February significant issues for the information, consideration
2024. and decision, as the case may be, of the board of
directors or its committees that include but are not
limited to the following:

ANNUAL REPORT 2023 29 GHARIBWAL CEMENT LIMITED


• risk of default concerning obligations on any loans Skills and Diversity of Board
(including penalties and other dues to a creditor, The Board actively seeks to ensure that it has an
bank or financial institution), or any other debt appropriate mix of diversity (including gender
instrument; diversity), silks, experience and expertise to enable
• annual business plan, cash flow projections, it to discharge its responsibilities effectively and to
forecasts and strategic plan; be well equipped to assist our Company to navigate
• budgets including capital, manpower and overhead the range of opportunities and challenges we face.
budgets, along with variance analysis; matters
recommended and/or reported by the audit To assist in identifying areas of focus and maintaining
committee and other committees of the board; an appropriate and diverse mix in its membership,
• quarterly operating results of the company; the Board utilizes a skills matrix which is reviewed
• internal audit reports, including cases of fraud, by the Board on a regular basis. It is an important,
bribery, corruption, or irregularities of material but not the only, basis of criteria applying to Board
nature; appointments.
• management letter issued by the external auditors;
• promulgation of or amendment to a law, rule or Element Skills
regulation, applicability of financial reporting Leadership Executive Leadership
standard and such other matters as may affect Health, Safety & Environment
the company and the status of compliance Portfolio Strategy, Financial Acumen, Risk Management Global
Experience, Market and Customer Knowlege Innovation
therewith; Change and Transition Information technology
• Status and implications of any law suit or People Organisational Sustainability Remuneration and rewards
proceedings (show cause notice, demand or Governance Governance and regulation Board Experience
prosecution notice) of material nature, filed by or
against the company; Non-Executive Director
• Failure to recover material amounts of loans, Six non-executive directors are required on the board
advances, and deposits made by the company, of nine directors. The Board considers the extent of
including trade debts and inter corporate finance; the involvement of the directors in managing the
• Any significant accidents, fatalities, dangerous affairs of the company rather than their pecuniary
occurrences and instances of pollution and interests as guiding factor in distinguishing between
environmental problems involving the company; executive and non-executive directors of a company.
• Report on governance, risk management and
compliance issues; Director Independence
• Disputes with labor and their proposed solutions, Minimum three independent directors are the
any agreement with the labor union or collective required on the board. The Board assesses the
bargaining agent and any charter of demands on independence of the non-executive directors in light
the company; of their interests, positions, associations and
• Reports on /synopsis of issues and information relationships with the Company or its associated
pursued under the whistle blowing policy, companies / undertakings; and his ability to
• Implementation of environmental, social and reasonably exercise independent business judgement
governmental and health and safety business with being subservient to any form of conflict of
practices including report on corporate social interest.
responsibility activities; and
• Quarterly details of foreign exchange exposures Chairman’s appointment and responsibilities
and the safeguards taken by management against The Board selects the Chairman form the non-
adverse exchange rate movement, if material. executive Directors. The Chairman leads the Board
and is responsible for the efficient organisation and
Directors’ Training Program effective functioning of the Board. He ensures that
The company makes appropriate arrangements Directors have the opportunity to contribute to Board
inhouse to carry out orientation courses for their deliberations. The Chairman regularty communicates
directors to acquaint them with these Regulations, with the CEO to review key issues and performance
applicable laws, their duties and responsibilities to trends. He also represents the Company in the wider
enable them to effectively govern the affairs of the community.
listed company for and on behalf of shareholders.
Chief Executive Officer appointment and
A newly appointed director on the board is acquire, responsibilities
unless exempted or already in possession of the CEO has day to day responibility for running the
required certification, the directors training program Company’s operations. He recommends to the board,
certification within a period of one year from the implements Company strategy, applies Company
date of appointment as a director on the board. policies, and promotes the company’s culture and
standards. The Board appoints any person, including
Two directors of the Company have already possessed an elected director, to be the chief executive officer
the directors training program certification. Five for the a term of three years within fourteen days
directors of the company qualify for the exemption from the date of Directors’ elections. The terms and
from the directors training program based on their condition of appointment of the CEO is determined
education and experience on the board of a listed by Board of the Company.
company.

ANNUAL REPORT 2023 30 GHARIBWAL CEMENT LIMITED


Continuous Disclosure Communications with Shareholders
The Company appreciates the importance of timely The Company’s policy is to promote effective two-
and adequate disclosure to the market. It is way communication with shareholders and other
committed to making timely and balanced disclosure they undersdtand GCL’s business, governance,
of all material matters, and maintaining effective financial performance and prospects, as well as how
communication with its shareholders and investors
so as to give them ready access to balanced and to access relevant information about GCL and its
understandable info-rmation. corporate activities.

The Company has in place mechanisms designed to Annual Reporting


ensure compliance with all relevant disclosure laws Shareholders may elect to receive annual reports
and PSX Rule requirements under the Continous electronically or to receive notifications via email
Disclosure Policy adopted by the Board. These when reports are available online. Hard copy annual
mechanisms also ensure accountability at a senior reports are provided to those shareholders who elect
executive level for that compliance. to receive them. While companies are not required
to send annual reports to shareholders other than
The CEO and Chief Financial Officer are responsible those who have elected to receive then.
for determining whether or not information is
required to be disclosed to the PSX. Announcements Company announcements
relating to significant matters, such as results or All formal reporting and Company announcements
other corporate matters which involve signigicant made to the PSX are published on GCL’s website
financial or requtational risk, are referred to the Board after confirmationof lodgment has been received
for Approval. The Company Secretary will endevour from the PSX. Furthermore, announcements are also
to notify all other directors of the possible disclosure sent to major newspaper for broader dissemination
considerations and invite them to particiapate in any when required.
discussions and disclosure decisions where possible.
General meetings
Materiality approach adopted by the Management GCL encourages shareholders to attend and
participate in all general meetings including annual
Information and events are considered to be material general meetings. Shareholders are entitled to ask
if, individually or in aggregate, they have significant questins about the management of the Company
impact on the Company’s performance or profitability and of the auditor as to its conduct of the audit and
which in turn can influence the economic decisions preparation of its reports.
of the Company’s Stakeholders.
Notices of Meeting are accoumpanied by explanatory
Assessment of materiality levels other than those notes to provide shareholders with information to
provided under the regulations is matter of enable them to decide where to attend and how to
professional judgment and is organization specific. vote upon the business of the meeting. Full copies
The management has defined procedures, of Notices of meeting and explanatory notes are
posted on GCL’s website. If shareholders are unable
assumptions and factual base for identifying and to attend general meetings, they may vote by
categorizing the materiality base in order to discharge appointing a proxy using the form attached to the
its responsibility to identify, control and reduce Notice of Meeting or an online facility.
business risks that may affect the entity’s ability to
achieve its objectives. At the Annual General Meeting, shareholders have
a reasonable opportunity to ask the external auditor
The specific materiality thresholds are defined and questions in relation to the conduct of the audit, the
approved by the Board. As part of the Company’s preparation and content of the Auditor’s Report, the
policy, the management discloses the transaction accounting policies adopted by the Company in
relation to the preparation of the financial statments
and events falling in this materiality threshold to the of the Company, and the independence of the
Board of Directors. In addition to it, the management external auditor in relation to the conduct of the
is also responsible for apprising the board members audit.
with all unusual items or events.

As a rule of thumb, the Company uses the following


matrix to determine the materiality level:

• 5% of profit before tax


• 1/2 % of total assets
• 1% of equity
• ½% of net sales
• Unusual Transaction exceeding Rs. 100,000/-

ANNUAL REPORT 2023 31 GHARIBWAL CEMENT LIMITED


ANNUAL REPORT 2023 32 GHARIBWAL CEMENT LIMITED
AUDIT COMMITTEE
The Board has constituted a well-qualified Audit Committee. All the members of the
Committee are Non-Executive Directors. They possess sound knowledge on accounts, audit,
finance, taxation, internal controls, manufacturing process and management. Chairman
of the Audit Committee is an Independant director and Internal Auditor acts as secretary
to the committee.

During the year four meeting of the Audit Committee were held. Attendance by each directors
is given below:

Faisal Aftab Ahmad - Chairman 4 of 4


Khalid Siddiq Tirmizey - Member 4 of 4
Mian Nazir Ahmed Peracha - Member 4 of 4

The Board of Directors, unless they have strong 5. Ensuring coordination between the internal and
grounds otherwise, acts in accordance with the external auditors of the Company.
recommendations of the Audit Committee in the
following matters: 6. Appointment and remuneration of external
auditors;
1. Review of quarterly, half yearly and annual
financial statements of the Company, prior to 7. Review of the scope and extent of internal audit
their approval by the Board of Directors, focusing and ensuring that the internal audit function
on: has adequate resources and is effectively working
within the Company.
• Major judgmental areas,
• Significant adjustments resulting from the 8. Consideration of major findings of internal
audit, auditors and Management’s response thereto.
• The going concern assumption,
• Any change in accounting policies and 9. Ascertaining that the internal control system
practices, including financial and operational controls,
• Compliance with applicable accounting accounting system and reporting structure are
standards, and adequate and effective.
• Compliance with listing regulations and other
statutory and regulatory requirements. 10. Determination of compliance with relevant
statutory requirements.
2. Review of preliminary announcements of results
prior to publication. 11. Monitoring compliance with the best practices
of corporate governance and identification of
3. Facilitating the external audit and discussion with significant violations thereof.
external auditors of major observations arising
from interim and final audits and any matter that 12. Review of Related Party transactions entered
the auditors may wish to highlight (in the absence into during the year.
of Management, where necessary).
13. Determination of appropriate measures to
4. Review of Management Letter issued by external safeguard the Company’s assets.
auditors and Management’s response thereto.

ANNUAL REPORT 2023 33 GHARIBWAL CEMENT LIMITED


HUMAN RESOURCE & REMUNERATION
(HRR) COMMITTEE
The Committee meets on as required basis or when directed by the Board of Directors. The
General Manager Administration acts as Secretary of the Committee and submits the
minutes of the meeting duly signed by its Chairman to the Company Secretary. These
minutes are then circulated to the Board of Directors.

The HRR Committee comprises of the members as stated below. The Committee during the year
had 1 meeting. The attendance of the members was as under:-

Khalid Siddiq Tirmizey - Chairman 1 of 1


Muhammad Tousif Peracha - Member 1 of 1
Mian Nazir Ahmed Peracha - Member 0 of 1

The role of the Human Resources & Remuneration 4. Consider any changes to the Company’s
Committee is to assist the Board of Director in its retirement benefit plans including gratuity, leaves
oversight of the evaluation and approval of the encashment based on the actuarial reports,
employee benefit plans, welfare projects and assumptions and funding recommen-dations.
retirement benefits. The Committee recommends
any adjustments, which are fair and required to 5. Recommend financial package for CBA
attract / retain high caliber staff, for consideration agreement to the Board of Directors.
and approval. The Committee has the following
responsibilities, powers, authorities and discretion: 6. Ensure that succession plans are in place and
review such plans at regular intervals for those
executives, whose appointment requires Board
1. Formulate and review human resource approval (under Code of Corporate Governance),
management policies and plan for consideration namely, the Chief Financial Officer, the Company
of the Board; Secretary and the Head of Internal Audit,
including their terms of appointment and
2. Conduct periodic reviews of the Employees remuneration package in accordance with market
Appraisal, Bonuses and incentives for outstanding positioning.
performance.
7. Conduct periodic reviews of the amount and
3. Periodic reviews of the amount and form of form of Directors’ compensation for Board and
reimbursement for terminal benefits in case of Committee services in relation to current norms.
retirement and death of any employee in relation Recommend any adjustments for Board
to current norms. consideration and approval.

ANNUAL REPORT 2023 34 GHARIBWAL CEMENT LIMITED


INVESTORS’ RELATIONSHIP
COMMITTEE
The Board has constituted Investors’ Relationship Committee. This Committee is responsible
for the satisfactory redressal of investors’ complaints and recommends measures for overall
improvement in the quality of investor services. The Committee also looks into allotment
of shares kept in abeyance, allotment of shares on exercise of the stock options by the
employees and allotment of privately placed preference shares, debentures and bonds, if
any.

The Committee is headed by For any unresolved matters or further queries /


Muhammad Tousif Peracha (CEO). clarification, investors may contact the officials from
Farukh Naveed, Company Secretary, is designated the company.
as the “Compliance Officer” who oversees the
satisfactory clearance of the investors’ grievances. Farukh Naveed
Company secretary
The company has appointed Share Registrar for all Tel: (042) 36060605
Share related matters like transfer, transmission, Email: [email protected]
Dividend, etc. Investors are requested to get in
touch with the Share Registrar.

Corplink (Pvt) Limited, Shares Registrar, Wings


Arcade, 1-K, Commercial, Model Town, Lahore.
Tel : (042) 35916714

ANNUAL REPORT 2023 35 GHARIBWAL CEMENT LIMITED


CODE OF CONDUCT
AND BUSINESS ETHICS
The Company’s Code of Business Ethics and Code of Conduct is enforced at all levels fairly
and without prejudice. This code is obligatory, both morally as well as legally and is equally
applicable to all the directors and employees of the Company.

Policy Statement • In business dealings with suppliers, contractors,


• We act with integrity at all times; we are honest consultants, customers and government entities,
and trustworthy. we shall not provide or offer to provide any
gratuity, favour or other benefit and all such
• We demonstrate respect for our fellow activities shall be conducted strictly on an arm’s
employees, customers and business partners; length business basis.
we listen and seek solutions.
• While representing the Company in dealings
• We are open-minded team players; we foster with third parties we shall not allow ourselves to
collaboration while maintaining individual be placed in a position in which an actual or
accountability. apparent conflict of interest exists. All such
activities shall be conducted strictly on an arm’s
• We value new ideas that serve our customers, length business basis.
the business and communities.
• All of us shall exercise great care in situations in
• We are dedicated, committed and deliver on our which a personal relationship exists between an
promises. individual and any third party or Government
employee or official of an agency with whom
• We obey the law and comply with this Code of the Company has an existing or potential business
Conduct relationship. Where there is any doubt as to the
propriety of the relationship, the individual shall
• We shall conduct our employment activities with report the relationship to management so as to
the highest principles of honesty, integrity, avoid even the appearance of impropriety.
truthfulness and honour.
• We shall not engage in outside business activities,
• We shall not make, recommend, or cause to be either directly or indirectly, with a customer,
taken any action, contract, agreement, vendor, supplier or agent of the Company, or
investment, expenditure or transaction known engage in business activities which are
or believed to be in violation of any law, inconsistent with, or contrary to, the business
regulation or corporate policy. activities of the Company.

• We shall not use our respective positions in • We shall not use or disclose the Company’s trade
employment to force, induce, coerce, harass, secret, proprietary or confidential information,
intimidate, or in any manner influence any person, or any other confidential information gained in
including subordinates, to provide any favor, gift the performance of Company duties as a means
or benefit, whether financial or otherwise, to of making private profit, gain or benefit.
ourselves or others.

ANNUAL REPORT 2023 36 GHARIBWAL CEMENT LIMITED


ANNUAL REPORT 2023 37 GHARIBWAL CEMENT LIMITED
ANNUAL REPORT 2023 38 GHARIBWAL CEMENT LIMITED
WHISTLE BLOWER POLICY
The Audit Committee has laid down a Fraud Risk c. Order investigation of any case either through
Management Policy (akin to the Whistle Blower internal audit department or through external
Policy) providing a platform to all the employee, investigating agencies or experts;
vendors and customers to report any suspected or
confirmed incident of fraud/misconduct. d. Recommend to the management for taking
appropriate actions such as disciplinary action,
Adequate safeguards have been provided in the termination of service, changes in policies &
FRM Policy to prevent victimization of anyone who procedure and review of internal control systems;
is using this platform and direct access to the
Chairman of the Audit Committee is also available e. Annual review of the policy.
in exceptional cases. Every effort will be made to
treat the complainant’s identity with appropriate No whistle blowing incidence was highlighted
regard for confidentiality. and reported under the above said procedures
during the year.
For the effective implementation of the policy, the
Audit Committee oversee the following:

a. Implementation of the policy and spreading


awareness amongst employees;

b. Review all reported cases of suspected fraud /


misconduct;

ANNUAL REPORT 2023 39 GHARIBWAL CEMENT LIMITED


ANNUAL REPORT 2023 40 GHARIBWAL CEMENT LIMITED
CHAIRMAN’S REPORT
Dear Shareholders

It gives me pleasure to present this review report to the stakeholders of Gharibwal Cement Limited (the
"Company") on the overall performance of the Board of Directors (the "Board") and the effectiveness of
its role in achieving the objectives of the Company.

The Company has an effective governance framework in place which complies with the requirements set
out in the Companies Act, 2017 and the Listed Companies (Code of Corporate Governance) Regulations,
2019 (the "Code Regulations") with respect to the composition, procedures and meetings of the Board
and its committees.

I am pleased to report that the Board of Directors has performed its duties and responsibilities diligently
and has contributed towards guiding the Company in its strategic affairs. It focuses on major risk areas
and remained actively involved in the strategic planning process of the Company. The Board recognizes
that well defined corporate governance processes are vital in enhancing corporate accountability, and
is committed to ensuring high standards of corporate governance to preserve and maintain stakeholders'
value.

The Board carried out its annual self-evaluation for the year ended June 30, 2023 in line with the
requirements of Code of Corporate Governance to ensure that the Board's overall performance is in line
with the developed comprehensive criteria, and found its performance satisfactory. During the year under
review, the Board has played an effective role in managing the affairs of the Company depicting successful
operational & financial performance. All Directors including the Independent Directors fully participated
and contributed in the decision making process of the Board.

Our Board has two female members ensuring gender diversity on the Board. The number of independent
directors stands at three while non-executive directors aggregate to three including two female directors.
These independent, female and non-executive directors are equally involved in important board decisions.
The Board members are also specialized in specific areas like management, accounts & finance, marketing,
manufacturing, public relations, prevalent laws etc. The Board has also constituted an independent Audit
Committee, Human Resource and Remuneration Committee for further strengthening the governance
structure of the Company.

The Board places great emphasis on transparency, accountability, good governance and safeguarding
the interest of the stakeholders. The Company has well-articulated internal control and risk management
systems in place which are continuously evaluated by the Audit Committee.

The Board members have a clear understanding about Company's vision, mission and values and promote
them. The Board has evolved strategic planning as to how the organization should be progressing over
the next three to five years. Further Board sets goals and objectives on annual basis for the management
in all major areas of business and community. The Board remain updated with respect to achievement
of Company's goals & objectives and implementation of plans & strategies and review of financial
performance through regular analysis of MIS, presentations by the management, internal and external
auditors report and other opinions and feedback. The management is responsible for carrying out day
to-day business activities and transforming the Board's strategies into actions.

The Board members provide appropriate direction and guidance on timely basis. It receives clear and
brief agendas supported with written material and in sufficient time prior to board and committee
meetings. The board meet frequently enough to adequately discharge its responsibilities.

I am confident that going forward the Board shall continue to play its role towards progress of the
Company. I would like to take this opportunity to extend my appreciation to the staff, customers, suppliers,
bankers, Board of Directors, and shareholders for their continued support, commitment and hard work.

KHALID SIDDIQ TIRMIZEY


Chairman
Lahore: September 27, 2023

ANNUAL REPORT 2023 41 GHARIBWAL CEMENT LIMITED


DIRECTORS’ REPORT
TO THE MEMBERS
DIRECTRS' REPORT
The Directors of Gharibwal Cement Limited (the Company) are pleased to present before you their report
with respect to the state of the Company's affairs together with the annual audited financial statements
of the company and statement of compliance along with Auditors' Reports thereon for the year ended
June 30, 2023.

COMPANY'S FINANCIAL HIGHLIGHTS


Total cement despatches of industry during the fiscal year 2023 decreased by 15.7% as compared to
the previous fiscal year. In line with the industry, the Company despatches reduced by 19.8%.

Company generated net sales revenue of Rs. 18.316 billion for FY2023 registering a growth of 13.1% YoY.
Devaluation of Pakistani Rupee, substantial increase in power and fuel prices, increase in royalty rate on
raw material and ever higher inflation rate in country increased cost of sales by about 46.0% YoY. The
Company earned gross profit of Rs. 3.793 billion for the year under review. The Government imposes
Super Tax @ 10% which increased tax expenses for the year. Summary of key indicators for financial
performance is given below:

FY 2023 FY 2022 % Change

----------------- Rs. Tons -----------------


Sales volume (Ton) 1,349,789 1,683,250 -19.8%
------------------ Rs. 000 ------------------
Net sales 18,315,894 16,193,788 13.1%
Gross profit 3,793,340 3,787,670 0.1%
Profit before interest and tax 2,783,472 2,913,186 -4.5%
Profit before interest, tax and depreciation 3,754,649 3,933,363 -4.5%
Tax expense 1,479,559 1,399,165 5.7%
Net profit 1,232,407 1,354,723 -9.0%
------------------- Rs. -------------------
EPS 3.08 3.38 -9.0%

Current ratio of the Company stood at 1.61. Company is repaying its borrowings as per agreed repayment
schedule and its existing debts will substantially be repaid in coming fiscal year.

Company contributed Rs. 7.6 billion for FY2023 to the national exchequer on account of Income Tax,
Sales Tax and Federal Excise Duty. Apart from this, your company also paid large amount in the form of
indirect taxes and duties to the federal, provincial and local government.

CAPACITY EXPANSION AND BALANCING, MODRENIZATION, AND REHABILIATION (BMR)


Shipments for new Pyro process of 10,000 TPD clinker line arrived from the FLSmidth and civil work for
this line has been started.

Advance against contract for cooler retrofit for the existing Line-I was paid to FLSmidth and shipment
will be started as L/C is established. After this BMR expenditure, the Company's existing plant capacity
will be increased and we will also be able to save in fuel expenses due to latest technology.

The management is also evaluating various options for cheaper energy sources and better coal mix to
reduce cost of production. In this regard, the management has decided to install a multi fuel based power
plant and for this purpose has procured 10MW turbine during the year whereas other ancillary equipment
including boiler(s) will be procured in due course of time. The management has also decided to install
solar power plant up to capacity of 10MW.

ANNUAL REPORT 2023 42 GHARIBWAL CEMENT LIMITED


DIVIDENDS
No dividend has been recommended by the Directors keeping in view the liquidity requirement of the
Company.

KEY PERFORMANCE INDICATORS


Six years' summary, key performance indicators along with their graphical presentation, horizontal and
vertical analysis of financial position and financial performance are presented in this annual report which
will help you to assess the Company's performance.

FORWARD LOOKING STATEMENT


The cement industry is expanding considering future demand of cement, however, present economic
conditions as well as political instability within the country is hammering the business environment and
cement demand. Higher interest & inflation rate along with surge in fuel and power prices are creating
pressure on profitability of industry. However, company is hopeful to deal with all present and future
challenges.

BOARD OF DIRECTORS
The Board is comprised of nine members having diversified experience in the field of business, finance
and operation. Chairman of the board is an independent director. The Board met six times in the financial
year under review.

Name of director Category Attendance


Khalid Siddiq Tirmizey - Chairman Independent director 6
Muhammad Tousif Peracha Executive director 6
Abdur Rafique Khan Executive director 6
Mustafa Tousif Ahmed Paracha Executive director 6
Amna Khan Non-executive female director 5
Mian Nazir Ahmed Peracha Non-executive director 4
Faisal Aftab Ahmad Independent director 5
Daniyal Jawaid Peracha Non-executive director 6
Sorath Jamani Non-executive female director 6

DIRECTORS' REMUNERATION
The Board of Directors has approved a 'Directors' Remuneration Policy', the salient features of which are::

• No Director shall determine his/her own remuneration.


• Meeting fee shall be paid to the directors other than regularly paid Chief Executive Officer and executive
directors, as determined by the Board from time to time.
• The remuneration of directors for performing extra services including holding of the office of Chairman
shall be as determined by the Board.
• The directors shall be entitled to be paid all reasonable expenses incurred for attending meetings and
for other business conducted for and on behalf of the Company.

The details of the remuneration paid to the Directors including Chief Executive Officer of the Company
is disclosed in the financial statements.

DIRECTORS' RESPONSIBILITIES
The directors of your Company are aware of their responsibilities under the Listed Companies (Code of
Corporate Governance) Regulations, 2017 and the Companies Act, 2017. Your Company has taken all
necessary steps to ensure good Corporate Governance and full compliance of the Code and the Act. The
Directors confirm that:

• The financial statements, prepared by the management of the Company, present fairly its state of affairs,
the result of its operations, cash ?ows and changes in equity.
• Proper books of account of the Company have been maintained.

ANNUAL REPORT 2023 43 GHARIBWAL CEMENT LIMITED


• Appropriate accounting policies have been consistently applied in preparation of financial statements
and accounting estimates are based on reasonable and prudent judgment.
• International Financial Reporting Standards, as applicable in Pakistan, have been followed in preparation
of financial statements and any departure there from has been adequately disclosed and explained.
• The system of internal control is sound in design and has been effectively implemented and monitored.
• There are no significant doubts upon the Company's ability to continue as a going concern.
• Statement of pattern of shareholding has been included as part of this Annual report.
• Statement of shares of shares held by associated undertakings and related persons have also been
disclosed separately.

BOARD AUDIT COMMITTEE


The Board has constituted the Audit Committee comprising of three members who are non-executive
directors and have diversified experience in the field of business, finance and process. Chairman of the
committee is an independent director. The Audit Committee meets at least four time during each financial
year. The Audit Committee reviewed the quarterly, half yearly and annual financial statements before
submission to the Board and their publication. The audit committee also reviewed internal audit findings
and held separate meetings with internal and external auditors. The audit committee had discussed with
external auditors the points mentioned in their management letter.

During the year under report, 4 meetings of the audit committee were convened. The attendance of the
members of audit committee was as follows:

Name of director Category Attendance


Faisal Aftab Ahmad - Chairman Independent director 4
Mian Nazir Ahmed Peracha Non-executive director 4
Khalid Siddiq Tirmizey Independent director 4

HUMAN RESOURCE AND REMUNERATION COMMITTEE


The committee has been constituted to address and improve the area of Human Resource Development.
The main aim of the committee is to assist the Board and guide the management in the formulation of
the market driven HR policies regarding performance management, HR staffing, compensation and
benefits, that are compliant with the laws and regulations.

During the year under report, one meeting of the human resource & remuneration committee was held.
The attendance of the members of human resource & remuneration committee was as follows:

Name of director Category Attendance


Khalid Siddiq Tirmizey - Chairman Independent director 1
Muhammad Tousif Peracha Executive director 1
Mian Nazir Ahmed Peracha Non-executive director 0

INTERNAL CONTROL SYSTEM


A strong internal control culture is prevailing in the company. The company has documented a robust
and comprehensive internal audit control system for all the major processes to ensure reliability of financial
reporting, timely feedback on achievement of operational and strategic goals, compliance with policies,
procedures, laws, and regulations, safeguarding of assets and economical and efficient use of resources.
The company also has well documented Standard Operating Procedures (SOPs) for various processes
which is periodically reviewed for changes warranted due to business needs. The Internal Audit Function
continuously monitors the efficacy of internal control and compliance with SOPs with the objective of
providing to the Audit Committee and the Board of Directors, an independent, objective and reasonable
assurance on the adequacy and effectiveness of the organization's risk management, control and governance
processes.

The scope and authority of the Internal Audit Function are well defined in the Term of Reference approved
by the Audit Committee. Chief Internal Auditor is a qualified Chartered Accountant with adequate auditing
experience.

ANNUAL REPORT 2023 44 GHARIBWAL CEMENT LIMITED


MANAGING THE RISK OF FRAUD, CORRUPTION AND UNETHICAL BUSINESS PRACTICE
The The Company has framed a Risk Management Policy covering the risk mapping and trend analysis,
risk exposure, potential impact and risk mitigation process, and report compliance and effectiveness of
the policy and procedure. A detailed exercise is being carried out to identify, evaluate, manage and
monitoring of both business and non-business risks. The Board periodically reviews the risks and suggests
steps to be taken to control and mitigate the same through a properly defined framework.

Code of Conduct
The company has laid down a robust Code of Business Conduct and Ethics, which is based on the principles
of ethics, integrity and transparency. More details about the Code are given in this Report.

Whistle Blower Policy


Fraud-free and corruption-free culture has been core to the Company. In view of the potential risk of
fraud, corruption and unethical behaviour that could adversely impact the company's business operation,
performance and reputation, the Company has put an even greater emphasis to address these risks. To
meet this objective, a comprehensive Fraud Risk Management (FRM) Policy akin to the whistle-blower
policy has been laid down. More detail is provided in this annual report.

Anti-Bribery and Corruption Directive


As a company, we take a zero-tolerance approach to bribery and corruption and are committed to act
professionally and fairly in all our business dealings. The Board has laid down Anti Bribery and Corruption
Directives as a part of the company's Code of Business Conduct and Ethics.

The above policies and its implementation are closely monitored by the Audit Committee and periodically
reviewed by the Board.

CORPORATE SOCIAL RESPONSIBILITY


Your Company is a responsible corporate citizen and always strives to discharge its social responsibilities
towards the society. The Company promotes and facilitates welfare of the local communities in the town
where the Company operates. Statement on Corporate Social Responsibility is given separately in this
report.

RELATED PARTIES TRANSACTIONS


All related parties' transactions entered into are at arm's length basis and are reviewed and approved by
the Board Audit Committee as well as the Board of Directors of the Company in compliance with the Code
of Corporate Governance, 2017 and the Companies Act, 2017. The detail of transactions with the related
parties are provided in the financial statements.

AUDITORS
Kreston Hyder Bhimji & Co., Chartered Accountants being the retiring auditors are eligible for reappointment
and Board has also endorsed their re-appointment for another term as per recommendation of the Audit
Committee.

ACKNOWLEDGEMENT
Your Directors take this opportunity to express their gratitude to the banks and financial institutions for
their continued guidance and support.

We would also like to place on record our sincere appreciation for the commitment, dedication and hard
work put in every member of the Gharibwal Cement family as credit goes to them the for the company's
achievements.

We are also grateful to our shareholders for the confidence and faith that they have always reposed in
us.

For and on behalf of Board of Directors

DIRECTOR DIRECTOR
Lahore: September 27, 2023

ANNUAL REPORT 2023 45 GHARIBWAL CEMENT LIMITED


ANNUAL REPORT 2023 46 GHARIBWAL CEMENT LIMITED
ANNUAL REPORT 2023 47 GHARIBWAL CEMENT LIMITED
ANNUAL REPORT 2023 48 GHARIBWAL CEMENT LIMITED
ANNUAL REPORT 2023 49 GHARIBWAL CEMENT LIMITED
Amin Building,
65-The Mall, Lahore.
Phone: 042-37352661, 37321043
Fax: 042-37248113
E-mail: [email protected]

INDEPENDENT AUDITOR’S REVIEW REPORT

To the members of Gharibwal Cement Limited

Review Report on the Statement of Compliance contained in Listed Companies (Code of


Corporate Governance) Regulations, 2019

We have reviewed the enclosed Statement of Compliance with the Listed Companies (Code of
Corporate Governance) Regulations, 2019 (the Regulations) prepared by the Board of Directors of
Gharibwal Cement Limited for the year ended June 30, 2023 in accordance with the requirements
of regulation 36 of the Regulations.

The responsibility for compliance with the Regulations is that of the Board of Directors of the Company.
Our responsibility is to review whether the Statement of Compliance reflects the status of the
Company's compliance with the provisions of the Regulations and report if it does not and to highlight
any non-compliance with the requirements of the Regulations. A review is limited primarily to inquiries
of the Company's personnel and review of various documents prepared by the Company to comply
with the Regulations.

As a part of our audit of the 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 are not required to consider whether the Board of Directors' statement on internal
control covers all risks and controls or to form an opinion on the effectiveness of such internal controls,
the Company's corporate governance procedures and risks.

The Regulations require the Company to place before the Audit Committee, and upon recommendation
of the Audit Committee, place before the Board of Directors for their review and approval, its related
party transactions. We are only required and have ensured compliance of this requirement to the
extent of the approval of the related party transactions by the Board of Directors upon recommendation
of the Audit Committee.

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 requirements contained in the Regulations as applicable to the Company for the year ended June
30, 2023.

Lahore: September 27, 2023 KRESTON HYDER BHIMJI & CO.


UDIN # CR202310475vFM3L4RKi CHARTERED ACCOUNTANTS

Other Offices at: Karachi - Faislabad - Islamabad


Website: www.krestonhb.com
STATEMENT OF COMPLIANCE
WITH LISTED COMPANIES
(CODE OF CORPORATE GOVERNANCE) REGULATIONS, 2019

GHARIBWAL CEMENT LIMITED ("the Company") has complied with the requirements of the Listed
Companies (Code of Corporate Governance) regulations, 2019 ("the Regulations") during the financial
year ended June 30, 2023 in the following manner:-

1) The total number of Directors are nine (9) comprising:-


i) Male : Seven (7)
ii) Female : Two (2)

2) The composition of the Board is as follow:


i) Independent Directors : Three (3)
ii) Non-Executive Directors (male) : One (1)
iii) Non-Executive Directors (female) : Two (2)
iv) Executive Directors : Three (3)

3) The Directors have confirmed that none of them is serving as a Director of more than seven Listed
Companies, including the Company.

4) The Company has prepared a Code of Conduct and has ensured that appropriate steps have
been taken to disseminate it throughout the Company along with its supporting policies and
procedures.

5) The Board has developed a vision / mission statement, overall corporate strategy and significant
policies of the Company. The Board has ensured that complete record of particulars of the significant
policies along with their date of approval or updating is maintained by the Company.

6) All the powers of Board have been duly exercised and decisions on relevant matters have been taken
by the Board / Shareholders as empowered by the relevant provisions of the Companies Act, 2017
("Act") and these Regulations.

7) The meetings of the Board were presided over by the Chairman and, in his absence, by a Director
elected by the Board for this purpose. The Board has complied with the requirements of Act and the
Regulations with respect to frequency and recording of minutes of meeting of Board. However, draft
minutes of board meetings conducted during the year were circulated to board members after 14
days of the meeting.

8) The Board has developed a formal policy and transparent procedures for remuneration of Directors
in accordance with the Act and these Regulations.

9) The Company is largely compliant with the requirement of directors' training under Rule 20 of the
Code of Corporate Governance, 2017. Two (2) directors have obtained the Directors' Training Program
Certification. Three (3) directors meet the exemption criteria of the Directors' Training Program.

10) The Board has approved the appointment of Chief Financial Officer, Company Secretary and Head
of Internal Audit, including their remuneration and terms and conditions of employment and complied
with the relevant requirements of the Regulations.

11) Chief Financial Officer and Chief Executive Officer have duly endorsed the financial statements
before approval of the Board.

12) The Board has formed committees comprising of members given below:-

i) Audit Committee
(1) Faisal Aftab Ahmed (Chairman)
(2) Khalid Siddiq Tirmizey (Member)
(3) Mian Nazir Ahmad Peracha (Member)

ii) Human Resource & Remuneration Committee


(1) Khalid Siddiq Tirmizey (Chairman)
(2) Muhammad Tousif Peracha (Member)
(3) Mian Nazir Ahmad Peracha (Member)

ANNUAL REPORT 2023 51 GHARIBWAL CEMENT LIMITED


13) The terms of reference of the aforesaid committees have been formed, documented and advised
to the committees for compliance.

14) The frequency of meetings of the Committees are set, at minimal, as:-

i) Audit Committee : Quarterly


ii) HR and Remuneration Committee : Yearly

15) The Board has set up effective internal audit functions that is suitably qualified and experienced for
the purpose and is conversant with the policies and procedures of the Company.

16) The statutory auditors of the Company have confirmed that they have been given a satisfactory
rating under the Quality Control Review program of the Institute of Chartered Accountants of Pakistan
and they are registered with Audit Oversight Board of Pakistan, that they and all their partners are
in compliance with International Federation of Accountants (IFAC) guidelines on code of ethics as
adopted by the Institute of Chartered Accountants of Pakistan and that they and the partners of the
firm involved in the audit are not a close relative (spouse, parent, dependent and non-dependent
children) of the Chief Executive Officer, Chief Financial Officer, head of Internal Audit, Company
Secretary or Directors of the Company.

17) The statutory auditors or the persons associated with them have not been appointed to provide
other services except in accordance with the Act, these Regulations or any other regulatory requirement
and the auditors have confirmed that they have observed IFAC guidelines in this regard.

18) We confirm that all requirements of the Regulations have been complied with.

Director Director

Dated: September 27, 2023


Place: Lahore

ANNUAL REPORT 2023 52 GHARIBWAL CEMENT LIMITED


PATTERN
OF SHAREHOLDINGS
Number of Shareholdings Total
Shareholding From To Share Held
958 1 100 32,241
638 101 500 208,313
440 501 1,000 376,406
668 1,001 5,000 1,766,015
182 5,001 10,000 1,387,947
55 10,001 15,000 696,116
48 15,001 20,000 871,487
29 20,001 25,000 686,153
15 25,001 30,000 419,857
12 30,001 35,000 403,000
8 35,001 40,000 302,000
5 40,001 45,000 217,954
14 45,001 50,000 685,747
4 50,001 55,000 216,000
4 55,001 60,000 236,500
2 60,001 65,000 122,500
4 70,001 75,000 290,500
2 75,001 80,000 159,500
3 80,001 85,000 252,500
5 85,001 90,000 441,000
2 90,001 95,000 181,500
12 95,001 100,000 1,195,665
2 105,001 110,000 215,500
1 110,001 115,000 115,000
2 115,001 120,000 232,943
1 120,001 125,000 124,757
1 140,001 145,000 144,500
3 145,001 150,000 447,500
2 150,001 155,000 305,500
2 155,001 160,000 319,000
1 165,001 170,000 166,000
1 185,001 190,000 190,000
5 195,001 200,000 998,500
1 225,001 230,000 229,500
1 245,001 250,000 248,500
2 255,001 260,000 513,000
1 275,001 280,000 280,000
2 295,001 300,000 600,000
1 305,001 310,000 306,500
1 345,001 350,000 345,500
1 355,001 360,000 357,500
1 360,001 365,000 361,500
1 455,001 460,000 458,500
1 470,001 475,000 470,500
1 490,001 495,000 494,000
1 495,001 500,000 500,000
1 540,001 545,000 541,074
1 560,001 565,000 562,500
2 595,001 600,000 1,196,765
1 645,001 650,000 650,000
1 660,001 665,000 661,500
1 1,035,001 1,040,000 1,036,000
2 2,620,001 2,625,000 5,250,000
1 2,930,001 2,935,000 2,934,584
1 2,995,001 3,000,000 3,000,000
1 4,080,001 4,085,000 4,082,112
1 4,355,001 4,360,000 4,358,985
1 4,570,001 4,575,000 4,574,500
1 4,610,001 4,615,000 4,615,000
1 5,370,001 5,375,000 5,375,000
1 6,995,001 7,000,000 7,000,000
1 16,060,001 16,065,000 16,062,541
1 22,765,001 22,770,000 22,766,472
1 90,965,001 90,970,000 90,967,722
1 205,065,001 205,070,000 205,066,104

3,167 400,273,960

ANNUAL REPORT 2023 53 GHARIBWAL CEMENT LIMITED


PATTERN
OF SHAREHOLDINGS
Categories of shareholders Share Held Percentage
Directors and their Spouse and Minor Chidren (Name Wise Detail): 355,084,324 88.71%
Abdur Rafique Khan (CDC) 90,967,722 22.73%
Muhammad Tousif Peracha (CDC) 215,066,104 53.73%
Mian Nazir Ahmed Paracha (CDC) 500 0.00%
Amna Khan (CDC) 22,766,472 5.69%
Daniyal Jawaid Paracha (CDC) 17,000 0.00%
Mustafa Tousif Ahmed Paracha (CDC) 494,000 0.12%
Khalid Siddiq Tirmizey (CDC) 100,000 0.02%
Faisal Aftab Ahmad 500 0.00%
Sorath Jumani 500 0.00%
Ali Rashid Khan H/O Sorath Jumani (CDC) 20,421,526 5.10%
Feriha Nazir Peracha W/O Mian Nazir Ahmed Paracha (CDC) 2,625,000 0.66%
Qamar Nazir Peracha W/O Mian Nazir Ahmed Paracha (CDC) 2,625,000 0.66%

Associated companies, undertaking and related parties


Executives - 0.00%
NIT and ICP 630 0.00%
Banks, Development Finance Institutions, Non Banking Finance Institutions 3,215 0.00%
Mudaraba and Mutual Funds (Name Wise Detail) 2,076,165 0.52%
CDC - Trustee Al Habib Islamic Stock Fund (CDC) 144,500 0.04%
CDC - Trustee Al Habib Stock Fund (CDC) 90,000 0.02%
CDC - Trustee Alhamra Islamic Stock Fund (CDC) 600,000 0.15%
CDC - Trustee Mcb Pakistan Asset Allocation Fund (CDC) 148,500 0.04%
CDC - Trustee Mcb Pakistan Stock Market Fund (CDC) 97,665 0.02%
CDC - Trustee Meezan Asset Allocation Fund (CDC) 345,500 0.09%
CDC - Trustee Alhamra Islamic Asset Allocation Fund (CDC) 650,000 0.16%
Insurance Companies 418 0.00%
General public - local 32,133,272 8.03%
General public - foreign 4,580,500 1.14%
Joint stock companies 1,842,489 0.46%
Foreign companies 4,082,112 1.02%
Pension funds 300,000 0.07%
Associates 43,637 0.01%
Others 127,198 0.03%
400,273,960 100.00%

Shareholders holding five percent or more voting intrest in the listed company
Muhammad Tousif Peracha (CDC) 215,066,104 53.73%
Abdur Rafique Khan (CDC) 90,967,722 22.73%
Amna Khan (CDC) 22,766,472 5.69%
Ali Rashid Khan (CDC) 20,421,526 5.10%

All trades in the shares of the listed company, carried out by its
Directors, Executives and their spouses and minor children shall also be disclosed:

NAME SALE PURCHASE

ANNUAL REPORT 2023 54 GHARIBWAL CEMENT LIMITED


FINANCIAL
HIGHLIGHTS
SIX YEARS
AT A GLANCE
2023 2022 2021 2020 2019 2018
Summary of Balance Sheet (Rs. '000)
Equity 22,308,875 16,847,624 15,757,292 14,505,990 12,481,446 12,490,557
Interest bearing borrowings 386,232 1,382,173 2,339,579 2,840,241 3,491,973 3,665,050
Non-interest bearing borrowings 82,056 107,075 272,292 454,150 517,160 673,337
Capital employeed 22,777,163 18,336,872 18,369,163 17,800,381 16,490,579 16,828,944
Net debt (278,794) 391,122 1,316,837 2,862,991 3,577,373 4,230,518
Property, plant and equipment 28,418,249 18,930,224 19,715,740 20,352,356 18,315,268 19,251,030
Current assets 6,616,810 7,268,866 6,938,061 5,157,726 4,947,128 3,591,975
Current liabilities 4,113,129 4,112,302 5,207,234 4,661,162 4,501,227 5,044,568
Total assets 35,035,059 26,199,090 26,653,801 25,510,082 23,262,396 22,843,005

Summary of Profit and Loss Account (Rs. '000)


Net sale 18,315,894 16,193,788 12,106,985 8,714,089 11,174,327 11,704,607
Gross profit 3,793,340 3,787,670 3,176,710 86,273 2,458,786 2,932,650
Operating profit/loss 2,783,472 2,913,186 2,565,337 (319,432) 1,943,047 2,186,777
EBITDA 3,754,649 3,933,363 3,635,120 626,158 2,935,081 3,138,932
Profit/loss before taxation 2,711,966 2,753,888 2,288,098 (561,689) 1,379,909 1,783,549
Profit after taxation 1,232,407 1,354,723 1,551,383 131,193 736,412 1,509,654

Summary of Cash Flow Statement (Rs. '000)


Net cash flow from operating activities 3,316,896 1,089,374 2,248,159 1,152,999 1,327,101 2,490,330
Net cash flow from investing activities (2,283,288) (153,545) (448,550) (190,751) (170,108) (1,336,824)
Net cash flow from financing activities (1,384,652) (1,132,737) (935,975) (962,608) (833,102) (1,169,208)
Change in cash and cash equivalents (351,044) (196,908) 863,634 (360) 323,891 (15,702)
Cash and cash equivalent at year end 747,082 1,098,126 1,295,034 431,400 431,760 107,869

Profitability Ratios
Gross Profit ratio 20.71% 23.39% 26.24% 0.99% 22.00% 25.06%
Net Profit to Sales Ratio 6.73% 8.37% 12.81% 1.51% 6.59% 12.90%
EBITDA Margin to Sales ratio 20.50% 24.29% 30.02% 7.19% 26.27% 26.82%
Return on Equity 6.29% 8.31% 10.25% 0.97% 5.90% 12.65%
Return on Capital Employeed 6.00% 7.38% 8.58% 0.77% 4.42% 9.23%
Return on total assets 4.03% 5.13% 5.95% 0.54% 3.19% 6.79%

Liquidity Ratios
Current Ratio (times) 1.61 1.77 1.33 1.11 1.10 0.71
Quick Ratio (times) 0.66 0.66 0.74 0.62 0.56 0.28
Cash flow from operations to Sales (times) 0.18 0.07 0.19 0.13 0.12 0.21

Activity / Turnover Ratios


Inventory turnover ratio 10.37 13.57 11.81 12.10 11.39 13.96
No. of days in inventory 35 27 31 30 32 26
Debtors turnover ratio 62.53 52.98 34.16 25.43 28.24 31.47
No. of days in receivables 6 7 11 14 13 12
Creditor turnover ratio 7.01 4.82 3.11 3.13 3.20 3.62
No. of days in payables 52 76 117 116 114 101
Total assets turnover ratio 0.52 0.62 0.45 0.34 0.48 0.51
Fixed assets turnover ratio 0.64 0.86 0.61 0.43 0.61 0.61
Operating cycle 41 34 42 45 45 38

ANNUAL REPORT 2023 57 GHARIBWAL CEMENT LIMITED


SIX YEARS
AT A GLANCE
2023 2022 2021 2020 2019 2018
Investment / Market Ratios
Earning per share (Rs.) 3.08 3.38 3.88 0.33 1.84 3.77
Price Earning ratio (Rs.) 5.03 5.76 10.18 49.67 5.63 5.55
Break-up Value of Share (Rs.) 55.73 42.09 39.37 36.24 31.18 31.21

Market Value of Share (Rs.)


Year End 15.50 19.50 39.44 16.28 10.36 20.92
Highest 22.73 39.84 47.21 18.82 23.52 47.50
Lowest 14.26 19.00 17.50 8.19 9.01 19.79
Average 17.73 27.46 33.53 12.62 16.41 29.08
Market Capitalization (Rs. '000) 6,204,246 7,805,342 15,786,805 6,516,460 4,146,838 8,373,731

Capital Structure Ratio


Financial leverage ratio 2% 9% 17% 23% 32% 35%
Weighted average cost of debt 22% 11% 9% 18% 10% 10%
Capitalization rate 20% 17% 10% 2% 18% 18%
Interest cover ratio (times) 8.69 10.16 6.09 (0.53) 3.20 5.09
Debt to equity ratio (times) 0.02 0.09 0.17 0.23 0.32 0.35
Leverage (times) (0.07) 0.10 0.36 4.57 1.22 1.35

Non-interest bearing long term debt = Markup deferred banks as per rescheduling agreements
Capital employed = Equity with revaluation surplus + Interest bearing long term debt + Non-interest bearing long term debt
Net debt = Interest bearing long term debt + Non-interest bearing long term debt + Interest bearing short term debt - Cash
and cash equivalent
Gross profit ratio = Gross profit / Net sale
Operating leverage ratio = % change in operating profit / % change in net sales
Return on equity = Profit after tax / Average equity with revaluation surplus
Return on capital employee = Profit after tax / Average capital employed
Return on total assets = Profit after tax / Average total assets
Current ratio = Current assets / Current liabilities
Quick ratio = (Currant assets - Stock-in-trade - Stores, spares & loose tools) / Current liabilities
Inventory turn over ratio = Cost of sales / Average stock-in-trade
Debtors turn over ratio = Local gross sales / Average trade debtors
Creditors turn over ratio = Purchases / Average trade creditors
Operating cycle = Inventory days + Debtors days
Market capitalization = No. of issued shares x share price at year end
Financial leverage ratio = (Interest bearing long term debt + Non-interest bearing long turn debt) / Equity with revolution surplus
Weighted cost of debt = Interest on long term debt / Interest bearing long term debt
Interest cover ratio = EBIT / Finance cost
Debt equity ratio = (Interest bearing long term debt + Non-interest bearing long term debt) / Equity with revolution surplus
Leverage = Net debt / EBITDA

ANNUAL REPORT 2023 58 GHARIBWAL CEMENT LIMITED


KPI GRAPHICAL
PRESENTATION
Interest bearing debt (billion rupees) Net debt (billion rupees) Shareholders Equity (billion rupees)
3.67 4.23 22.31
3.49
3.58
2.84 16.85
2.86
2.34 15.76
14.51
12.49 12.48
1.38 1.32

0.39
0.39
0.28

2019 2019 2020 2021 2022 2023 2019 2019 2020 2021 2022 2023 2019 2019 2020 2021 2022 2023
Interest bearing debts includes long term and Net debt includes interest bearing long term Ordinary shareholders equity includes paid
short term borrowings carrying markup/profit. and short term debts and non-interest bearing capital, retained earning and surplus on
These are on downward trajectory and the long term debts less cash and cash equivalent. revaluation of PPE. Equity is on upward trajectory
Company will repaid these in next year. Net debts are on downward trejectory. due to retained earnings.

Total Assets (billion rupees) Debt : Equity Ratio Current Ratio

35.04 0.35 1.77


0.32
26.65 1.61
25.51 1.33
26.20
23.26 0.23
22.84 1.11
1.10

0.17 0.71

0.09

0.02

2019 2019 2020 2021 2022 2023 2019 2019 2020 2021 2022 2023 2019 2019 2020 2021 2022 2023
Total assets are increasing due to continuous This represents debts against shareholders This represents current assets against current
capital expenditures and retention of earnings equity of Re 1. Debts include long term interest liability of Re 1. Current ratio is consistantly
within the Company. bearing and non-interest bearing debts and improving with passage of time.
equity includes revaluation surplus. This ratio
is on downword trajectory due to repayment
of debts and retention of earnings within the
Company.

Sales Volume (million ton) Net sales (billion rupees) EBITDA (billion rupees)

1.89 18.32 3.93


1.78 16.19 3.64 3.75

1.68 1.68 3.14


1.66 12.11 2.94
11.70
1.35 11.17

8.71

0.63

2019 2019 2020 2021 2022 2023 2019 2019 2020 2021 2022 2023 2019 2019 2020 2021 2022 2023
Sales volume is reflecting seasonal demand of Net Sales value improved to Rs. 18.32 billion Earnings before interest, tax and depreciation
cement. during FY2023 from Rs. 16.19 bn for last year is on its upward trajectory and stood at Rs. 3.75
2022. bn in 2023.

ANNUAL REPORT 2023 59 GHARIBWAL CEMENT LIMITED


KPI GRAPHICAL
PRESENTATION

Net profit (billion rupees) Earnings per share (rupees) Book value per share (rupees)
1.55 55.73
1.51 3.88
1.35 3.77
3.38
1.23 42.09
3.08
39.37
36.24
31.21
31.18
1.84
0.74

0.13 0.33

2019 2019 2020 2021 2022 2023 2019 2019 2020 2021 2022 2023 2019 2019 2020 2021 2022 2023
Profit after taxation stood at Rs. 1.23 bn in 2023 EPS stood at Rs. 3.08 in 2023 compared to Rs. Book value per share displayed upward
compared to Rs.1.35 bn in 2022. 3.38 in 2022. trajectory and stood at Rs. 55.73 bn in 2023.

Market value per share (rupees) Interest Cover Ratio (rupees)

39.44 10.16

8.69
6.09
20.92 5.09
19.50
16.28
15.50
3.20
10.36

0.53

2019 2019 2020 2021 2022 2023 2019 2019 2020 2021 2022 2023

Market value per share reduced to Rs. 15.50 at This represents EBIT against finance cost of
the close of 2023. Re 1.

ANNUAL REPORT 2023 60 GHARIBWAL CEMENT LIMITED


DuPONT
ANALYSIS
2023
18,316 17,083 6,617 28,418 4,113 8,613
Sales Total Cost Current Assets Non-Current Assets Current Liabilites Non-Current Liabilites

1,232 18,316 35,035 12,726 22,309


Net Profit Sales Total Assets Total Liabilites Equity

6.73% 0.52 22,309 35,035


Net Profit Margin Assets Turnover Equity Total Assets

3.52% 63.7%
Return on Assets Owership Ratio

5.52%
Return on Equity

2022
16,194 14,839 7,269 18,930 4,112 5,239
Sales Total Cost Current Assets Non-Current Assets Current Liabilites Non-Current Liabilites

1,355 16,194 26,199 9,351 16,848


Net Profit Sales Total Assets Total Liabilites Equity

8.37% 0.62 16,848 26,199


Net Profit Margin Assets Turnover Equity Total Assets

5.17% 64.3%
Return on Assets Owership Ratio

8.04%
Return on Equity

Leverage = (Non-current Liabilities + Current Liabilities) / Total Assets


Interest Burden = (Finance Cost - Other Income) / EBIT
Figures in million rupees.

ANNUAL REPORT 2023 61 GHARIBWAL CEMENT LIMITED


DISTRIBUTION
OF WEALTH
The Company continues to play its role in economic development of the country and contributed 92%
(FY2022: 89%) of the gross revenue generated during the year to various stackholers within the society.
52% (FY2022: 48%) of the Company's gross wealth was contributed to suppliers of fuel, energy, materials,
servies etc.. 32% (FY2022: 35%) of the gross wealth was contributed to the government exchequer on
account of income tax, sales tax, federal excise duty, royalty and excise duty on mineral, workers welfare
fund and workers profit participation fund. 3% (FY2022: 1%) of the gross wealth went to the provider of
finance in the shape of markup, profit and dividend. 5% (FY2022: 5%) of the gross wealth was went to
employees. Whereas the Company retained 8% (FY2022: 11%) of the gross wealth in the form of depreciation,
amortisation and retained earnings.

Vendors
52%
Govt Exchequer
32%

2023

Employees
5%
Lenders
Company 3%
8%

Vendors
48%
Govt Exchequer
35%

2022

Employees
5%
Lenders
Company 1%
11%

ANNUAL REPORT 2023 62 GHARIBWAL CEMENT LIMITED


VERTICAL &
HORIZONTAL ANALYSIS

2023 2022 2021 2020 2019 2018


Figures in Thousand Rupees
STATEMENT OF FINANCIAL POSITION

ASSETS
Property, plant and equipment 28,362,994 18,870,620 19,623,476 20,303,484 18,241,973 19,136,955
% change from preceeding year 50% -4% -3%6 11% -5% 2%
% change from base year 2018 48% -1% 3% 6% -5% 0%
% of total assets 81% 72% 74% 80% 78% 84%

Non-current assets 28,418,249 18,930,224 19,715,740 20,352,356 18,315,268 19,251,030


% change from preceeding year 50% -4% -3% 11% -5% 3%
% change from base year 2018 48% -2% 2% 6% -5% 0%
% of total assets 81% 72% 74% 80% 79% 84%

Current assets 6,616,810 7,268,866 6,938,061 5,157,726 4,947,128 3,591,975


% change from preceeding year -9% 5% 35% 4% 38% 26%
% change from base year 2018 84% 102% 93% 44% 38% 0%
% of total assets 19% 28% 26% 20% 21% 16%

Total assets 35,035,059 26,199,090 26,653,801 25,510,082 23,262,396 22,843,005


% change from preceeding year 34% -2% 4% 10% 2% 6%
% change from base year 2018 53% 15% 17% 12% 2% 0%
% of total assets 100% 100% 100% 100% 100% 100%

EQUITY AND LIABILITIES


Equity 22,308,875 16,847,624 15,757,292 14,505,990 12,481,446 12,490,557
% change from preceeding year 32% 7% 9% 16% 0% 10%
% change from base year 2018 79% 35% 26% 16% 0% 0%
% of total assets 64% 64% 59% 57% 54% 55%

Interest bearing long term borrowings 386,232 1,387,660 2,339,579 2,840,241 3,491,973 3,365,050
% change from preceeding year -72% -41% -18% -19% -5% -3%
% change from base year 2018 -89% -62% -36% -23% -5% 0%
% of total assets 1% 5% 9% 11% 15% 16%

Non-Interest bearing long term borrowings 82,056 107,293 272,293 454,150 517,160 673,337
% change from preceeding year -23% -61% -40% -12% -23% -9%
% change from base year 2018 -88% -84% -60% -33% -23% 0%
% of total assets 0% 0% 1% 2% 2% 3%

Capital employeed 22,777,163 18,336,872 18,369,164 17,800,381 16,490,579 16,828,944


% change from preceeding year 24% 0% 3% 8% -2% 6%
% change from base year 2018 35% 9% 9% 6% -2% 0%
% of total assets 65% 70% 69% 70% 71% 74%

Non-current liabilities 8,613,055 5,239,164 5,689,275 6,342,930 6,279,723 5,307,880


% change from preceeding year 64% -8% -10% 1% 18% -11%
% change from base year 2018 62% -1% 7% 20% 18% 0%
% of total assets 25% 20% 21% 25% 27% 23%

Current liabilities 4,113,129 4,112,302 5,207,234 4,661,162 4,501,227 5,044,568


% change from preceeding year 0% -21% 12% 4% -11% 18%
% change from base year 2018 -18% -18% 3% -8% -11% 0%
% of total assets 12% 16% 20% 18% 19% 22%

ANNUAL REPORT 2023 63 GHARIBWAL CEMENT LIMITED


VERTICAL &
HORIZONTAL ANALYSIS

2023 2022 2021 2020 2019 2018


Figures in Thousand Rupees
STATEMENT OF PROFIT OR LOSS
Net sales 18,315,894 16,193,78 12,106,985 8,714,089 11,174,327 11,704,607
% change from preceeding year 13% 34% 39% -22% -5% 3%
% change from base year 2018 56% 38% 3% -26% -5% 0%
% of net sales 100% 100% 100% 100% 100% 100%

Gross profit 3,793,340 3,787,670 3,191,305 86,273 2,458,786 2,932,650


% change from preceeding year 0% 19% 3582% -96% -16% -26%
% change from base year 2018 29% 29% 8% -97% -16% 0%
% of net sales 21% 23% 26% 1% 22% 25%

EBITDA 3,754,649 3,933,363 3,635,120 626158 2,935,081 3,138,932


% change from preceeding year -5% 8% 481% -79% -6 % -22%
% change from base year 2018 20% 25% 16% -80% -6% 0%
% of net sales 20% 24% 30% 7% 26% 27%

Profit/(loss) before taxation 2,711,966 2,753,888 2,288,098 (561,689) 1,379,909 1,783,549


% change from preceeding year -2% 20% -507% -141% -23% -41%
% change from base year 2018 52% 54% -28% -131% -23% 0%
% of net sales 15% 17% 19% -6% 12% 15%

Profit after taxation 1,232,407 1,354,723 1,551,383 131,193 736,412 1,509,654


% change from preceeding year -9% 13% 1083% -82% -51% -34%
% change from base year 2018 -18% -10% 3% -91% -51% 0%
% of net sales 7% 8% 13% 2% 7% 13%

ANNUAL REPORT 2023 64 GHARIBWAL CEMENT LIMITED


FINANCIAL
STATEMENTS
FOR THE YEAR ENDED JUNE 30,2023
Amin Building,
65-The Mall, Lahore.
Phone: 042-37352661, 37321043
Fax: 042-37248113
E-mail: [email protected]

INDEPENDENT AUDITORS’ REPORT


To the members of Gharibwal Cement Limited
Report on the Audit of the Financial Statements

Opinion
We have audited the annexed financial statements of Messrs. Ghraibwal Cement Limited ("the Company"),
which comprises statement of financial position as at June 30, 2023, the statement of profit or loss, the statement
of comprehensive income, the statement of changes in equity, the statement of cash flows for the year then
ended and notes to the financial statements including a summary of significant accounting policies and other
explanatory information, and we state that we have obtained all the information and explanations which, to
the best of our knowledge and belief, were necessary for the purpose of the audit.

In our opinion and to the best of our information and according to the explanations given to us, the statement
of financial position, statement of profit or loss, the statement of comprehensive income, statement of changes
in equity and statement of cash flows together with the notes forming part thereof conform with the accounting
and reporting Standards as applicable in Pakistan, and, give the information required by the Companies Act,
2017(XIX of 2017), 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, 2023 and of the profit, the other comprehensive income, the changes in equity
and its cash flows for the year then ended.

Basis for Opinion


We conducted our audit in accordance with International Standards on Auditing (ISAs) as applicable in Pakistan.
Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit
of the Financial Statements section of our report. We are independent of the Company in accordance with the
International Ethics Standards Board for Accountants' Code of Ethics for Professional Accountants as adopted
by the Institute of Chartered Accountants of Pakistan (the Code) and we have fulfilled our other ethical
responsibilities in accordance with the Code. We believe that the audit evidence we have obtained is sufficient
and appropriate to provide a basis for our opinion.

Key Audit Matters


Key audit matters are those matters that, in our professional judgment, were of most significance in our audit
of the financial statements of the current period. These matters were addressed in the context of our audit of
the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate
opinion on these matters.

Following are the Key Audit Matters:

Key Audit Matter(s) How the Matter was addressed in audit


1. Inventories:
As at June 30, 2023 inventories, as disclosed in note Our audit was focused on whether the valuation of
- 7 to the annexed financial statements include stock year-end inventory was in line with IAS 2. This included
in trade, coal and other consumable store items. challenging judgements taken regarding
obsolescence and net realizable value provisions.
There is a risk in estimating the eventual NRV of
items held, as well as assessing which items may be We obtained assurance over the appropriateness of
slow-moving or obsolete. management's assumptions applied in calculating
the value of inventory by:
The Company's principal accounting policy on
inventories and the critical accounting estimates and
judgements are disclosed in note - 3.3 to the annexed • checking the effectiveness of controls associated
financial statements. with the existence and condition of inventories
by attending inventory counts at year end by
Further, stock in trade in financial statements as the Company with sample / verification test;
disclosed in note - 7 includes:
• critically assessing the Company's provisioning
• raw materials comprising limestone, clay, gypsum policy, with specific consideration given to aged
and laterite; / slow-moving inventory;

Other Offices at: Karachi - Faislabad - Islamabad


Website: www.krestonhb.com
Amin Building,
65-The Mall, Lahore.
Phone: 042-37352661, 37321043
Fax: 042-37248113
E-mail: [email protected]

Key Audit Matter(s) How the Matter was addressed in audit


• work-in-progress mainly comprising clinker; and • re-computing provision recorded to verify that it
is in line with Company's policy
• finished goods in the shape of cement.
• reviewing historical accuracy of fuels, parts and
The above items are stored in purpose built sheds, supplies provisioning with reference to inventory
stockpiles and silos. As the weighing of these write-offs during the year in relation to stock loss
inventories of stock in trade is not practicable, or other inventory adjustments;
management assesses the reasonableness of the
quantities on hand by obtaining measurements of • Assessed the management's process of
stockpiles and converting these measurements to measurement of stockpiles and the determination
unit of volumes by using angle of repose and bulk of values using conversion of volumes and density
density. to total weight and the related yield; and

Due to the significance of inventory balances of Obtained and reviewed the inventory count
consumable stores and spares & stock in trade and report of the management's internal surveyor
related estimations involved, this is considered as a and assessed its accuracy on a sample basis.
key audit matter.
We further tested the NRV of the inventories held
by preforming a review of sales close to and
subsequent to the year end.

2. Revenue recognition:
As per ISA 240, there is a presumed risk of material In this regard, our audit procedures included:
misstatement due to inappropriate revenue
recognition. This may either result from an • Understanding the policies and procedures applied
overstatement of revenues through premature to revenue recognition, as well as compliance
revenue recognition or recording fictitious revenues therewith, including an analysis of the effectiveness
or understatement of revenues through improperly of controls related to revenue recognition
shifting revenues to a later period. processes employed by the company.

These revenue may also be manipulated through the • Performing cut-off procedures for a sample of
use of inappropriate rates for the overstatement / revenue transactions at year end in order to
understatement of revenue to achieve desired conclude on whether they were recognized at the
financial results. moment the related goods or services actually
took place.
In view of significant value of transactions and
presumed risk of material misstatement involved, we • Analyzing other adjustments and credit notes
have considered this as a key audit matter. issued after the reporting date.

The disclosures related to recognition of revenue by • Performing analytical procedures on entries in


the company are provided in note 3.18 to the annexed the daily ledger related to revenue made by the
financial statements. Company. These procedures were carried out
paying special attention to accounting entries
recorded close to the yearend or subsequently,
as well as those deemed unusual due, among
other reasons, to their nature, amount, date of
occurrence.

• Reviewing disclosures included in the notes to


the annexed financial statements.

3. Taxation:
As described in Summary of Significant Accounting We evaluated the design and implementation of
Policies in note - 3.14, significant judgment is controls in respect of provisions for current tax and
required in determining the provision for income the recognition of deferred tax.
tax, both current and deferred, as well assessment
of provision for uncertain tax positions including We discussed with management the adequate
estimates of penalties / default surcharge, where implementation of company policies and controls
appropriate.

Other Offices at: Karachi - Faislabad - Islamabad


Website: www.krestonhb.com
Amin Building,
65-The Mall, Lahore.
Phone: 042-37352661, 37321043
Fax: 042-37248113
E-mail: [email protected]

Key Audit Matter(s) How the Matter was addressed in audit

The statement of financial position includes advance regarding current and deferred tax as well as the
income tax net of provision of Rs. 563.655 million reporting of uncertain tax positions.
together with net deferred tax liability of Rs.
8,366.684 million. The tax charge recognized in the We examined the procedures in place for the current
statement of profit or loss is Rs. 1,479.559 million. and deferred tax calculations for completeness and
Detail of deferred taxation and taxation expense is valuation and audited the related tax computations
disclosed in notes - 17 and 33 to the annexed and estimates in the light of our knowledge of the
financial statements respectively. circumstances. Our verification of taxation was also
made with the assistance of our firm's tax department.
Due to their significance to the financial statements
as a whole, together with the judgment and estimation We considered management assessment of the
required to determine their values, the evaluation of validity and adequacy of provision for uncertain tax
current and deferred tax balances is considered to provision, evaluating the basis of assessment and
be a key audit matter. reviewing relevant correspondence and legal advice
where available including any information regarding
similar cases with the relevant tax authorities.

In respect of deferred tax assets and liabilities, we


assessed the appropriateness of management
assumptions and estimates.

We Reviewed disclosures included in the notes 17


and 33 to the annexed financial statements.

4. Contingencies:
The Company is subject to a number of legal, We assessed and tested the design and operating
regulatory, tax and competition matters, many of effectiveness of the controls over the identification,
which are beyond its control. Consequently, the evaluation, provisioning and reporting of legal, tax,
management make judgements about the incidence regulatory and competition matters. We determined
and quantum of such liabilities arising from litigation, that we could rely on these controls for the purposes
tax and regulatory or competition claims which are of our audit.
subject to the future outcome of legal or regulatory
processes. In view of the significant judgments required, we
evaluated the Company's assessment of the nature
There are a number of legal and regulatory matters and status of litigation, claims and provisional
for which no provision has been established, as assessments, if any, and discussed with management
discussed in notes - 24 and 33 to the annexed financial to understand the legal position and the basis of
statements. material risk positions. We received legal letters from
the Company's external counsel setting out their
There is an inherent risk that legal exposures are not views in major cases.
identified and considered for financial reporting
purposes on a timely basis, therefore, considered to Specifically, we challenged the timing of recognition
be a key audit matter. Importantly, the decision to for cases where there was potential exposure but it
recognize a provision and the basis of measurement was not clear that a provision should be raised e.g.
are judgmental. where obtaining reliable estimates are not considered
possible.

As set out in the financial statements, the outcome


of litigation and regulatory claims are dependent on
the future outcome of continuing legal and regulatory
processes and consequently the calculations of the
provisions are subject to inherent uncertainty.

Information Other than the Financial Statements and Auditor's Report Thereon
Management is responsible for the other information. The other information comprises the information included
in the annual report, but does not include the financial statements and auditor's report thereon.

Our opinion on the financial statements does not cover the other information and we do not express any form
of assurance conclusion thereon.

Other Offices at: Karachi - Faislabad - Islamabad


Website: www.krestonhb.com
Amin Building,
65-The Mall, Lahore.
Phone: 042-37352661, 37321043
Fax: 042-37248113
E-mail: [email protected]

In connection with our audit of the financial statements, our responsibility is to read the other information and,
in doing so, consider whether the other information is materially inconsistent with the financial statements or
our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work
we have performed, we conclude that there is a material misstatement of this other information; we are required
to report that fact. We have nothing to report in this regard.

Responsibilities of Management and the Board of Directors for the Financial Statements
Management is responsible for the preparation and fair presentation of the financial statements in accordance
with accounting and reporting standards as applicable in Pakistan, the requirements of the Companies Act,
2017 (XIX of 2017) and for such internal control as management determines is necessary to enable the preparation
of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Company's ability to continue
as a going concern, disclosing, as applicable, matters related to going concern and using the going concern
basis of accounting unless management either intends to liquidate the Company or to cease operations, or has
no realistic alternative but to do so. The Board of directors is responsible for overseeing the company's financial
reporting process.

Auditors' Responsibilities for the Audit of the Financial Statements


Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free
from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our
opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in
accordance with ISAs as applicable in Pakistan will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate,
they could reasonably be expected to influence the economic decisions of users taken on the basis of these
financial statements.

As part of an audit in accordance with ISAs as applicable in Pakistan, we exercise professional judgment and
maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the financial statements, whether due to fraud
or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that
is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material
misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve
collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

Obtain an understanding of internal control relevant to the audit in order to design audit procedures
that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Company's internal control.

Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates
and related disclosures made by management.

Conclude on the appropriateness of management's use of the going concern basis of accounting and,
based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions
that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude
that a material uncertainty exists, we are required to draw attention in our auditor's report to the related
disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our
conclusions are based on the audit evidence obtained up to the date of our auditor's report. However,
future events or conditions may cause the Company to cease to continue as a going concern.

Evaluate the overall presentation, structure and content of the financial statements, including the
disclosures, and whether the financial statements represent the underlying transactions and events in
a manner that achieves fair presentation.

We communicate with the Board of Directors regarding, among other matters, the planned scope and timing
of the audit and significant audit findings, including any significant deficiencies in internal control that we
identify during our audit.

Other Offices at: Karachi - Faislabad - Islamabad


Website: www.krestonhb.com
Amin Building,
65-The Mall, Lahore.
Phone: 042-37352661, 37321043
Fax: 042-37248113
E-mail: [email protected]

We also provide to the Board of Directors with a statement that we have complied with relevant ethical
requirements regarding independence, and to communicate with them all relationships and other matters that
may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with the Board of Directors, we determine those matters that were of most
significance in the audit of the financial statements of the current period and are therefore the key audit matters.
We describe these matters in our auditor's report unless law or regulation precludes public disclosure about
the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated
in our report because the adverse consequences of doing so would reasonably be expected to outweigh the
public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements


Based on our audit, we further report that in our opinion:

a) proper books of account have been kept by the Company as required by the Companies Act, 2017 (XIX
of 2017);

b) the statement of financial position, the statement of profit or loss, the statement of comprehensive
income, the statement of changes in equity and the statement of cash flows (together with the notes
thereon have been drawn up in conformity with the Companies Act, 2017(XIX of 2017) and are in
agreement with the books of account and returns;

c) investments made, expenditure incurred and guarantees extended during the year were for the purpose
of the Company's business; and

d) 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.

The engagement partner on the audit resulting in this independent auditor's report is Syed Aftab Hameed, FCA.

Lahore: September 27, 2023 KRESTON HYDER BHIMJI & CO.


UDIN # AR202310475MJWyuTbsO CHARTERED ACCOUNTANTS

Other Offices at: Karachi - Faislabad - Islamabad


Website: www.krestonhb.com
STATEMENT OF
FINANCIAL POSITION
AS AT JUNE 30, 2023
Note 2023 2022

ASSETS (Rupees in 000s)


NON CURRENT ASSETS
Property, plant and equipment 4 28,362,994 18,870,620
Intangible asset 5 1,476 5,727
Loan and advances 9a 6,526 6,624
Deposits 6 47,253 47,253

28,418,249 18,930,224

CURRENT ASSETS
Inventories 7 3,884,128 4,561,373
Trade and other receivables 8 650,283 483,277
Loan and advances 9 601,617 596,609
Deposits 10 32,688 34,848
Prepayments 11 137,357 196,608
Advance income tax -net 563,655 298,025
Cash and cash equivalent 12 747,082 1,098,126

6,616,810 7,268,866

TOTAL ASSETS 35,035,059 26,199,090

EQUITY AND LIABILITIES


SHARE CAPITAL AND RESERVES
Sahre capital
Issued, subscribed and paid up capital 13 4,002,739 4,002,739
Capital reserve
Surplus on revaluation of property, plant and equipment 14 8,717,759 4,283,107
Revenue reserve
Retained earnings 9,588,377 8,561,778

22,308,875 16,847,624

NON CURRENT LIABILITIES


Borrowings 15 236,426 643,371
Deferred taxation 17 8,366,684 4,579,644
Employees' benefit obligations 18 9,945 16,149

8,613,055 5,239,164

CURRENT LIABILITIES
Trade and other payables 19 3,650,808 2,818,582
Borrowings - current portion 20 231,862 845,877
Lease liability - current portion 16 - 5,487
Markup and profit payable 21 70,371 143,022
Employees' benefits obligations 22 122,705 225,582
Contract liabilities 23 29,229 55,084
Unclaimed dividend 8,154 18,668

4,113,129 4,112,302

CONTINGENCIES AND COMMITMENTS 24 - -

TOTAL EQUITY AND LIABILITIES 35,035,059 26,199,090

The annexed notes 1 to 44 form an integral part of these financial statements.

DIRECTOR CHIEF FINANCIAL OFFICER DIRECTOR

ANNUAL REPORT 2023 72 GHARIBWAL CEMENT LIMITED


STATEMENT OF
PROFIT OR LOSS
FOR THE YEAR ENDED JUNE 30, 2023

Note 2023 2022

(Rupees in 000s)

Revenue from contracts with customers 25 18,315,894 16,193,788


Cost of sales 26 (14,522,554) (12,406,118)

Gross Profit 3,793,340 3,787,670

Administrative and general expenses 27 (713,563) (642,008)


Selling and distribution expenses 28 (91,565) (81,670)
Other expenses 29 (205,379) (211,732)
Other income 30 639 60,926

Profit from operations 2,783,472 2,913,186

Finance income 31 248,723 127,369


Finance cost 32 (320,229) (286,667)

Profit before taxation 2,711,966 2,753,888

Taxation 33 (1,479,559) (1,399,165)

Profit after taxation 1,232,407 1,354,723

Rupees

Earnings per share (basic & diluted) 34 3.08 3.38

The annexed notes 1 to 44 form an integral part of these financial statements.

DIRECTOR CHIEF FINANCIAL OFFICER DIRECTOR

ANNUAL REPORT 2023 73 GHARIBWAL CEMENT LIMITED


STATEMENT OF
COMPREHENSIVE INCOME
FOR THE YEAR ENDED JUNE 30, 2023

2023 2022

(Rupees in 000s)

Profit after taxation for the year 1,232,407 1,354,723

Other Comprehensive Income

Items that will not be reclassified to profit or loss:


Revaluation gain on property, plant and equipment 8,180,458 -
Deferred tax relating to revaluation surplus (3,179,001) -

5,001,457 -

Total comprehensive income for the year 6,233,864 1,354,723

The annexed notes 1 to 44 form an integral part of these financial statements.

DIRECTOR CHIEF FINANCIAL OFFICER DIRECTOR

ANNUAL REPORT 2023 74 GHARIBWAL CEMENT LIMITED


STATEMENT OF
CHANGES IN EQUITY
FOR THE YEAR ENDED JUNE 30, 2023

Share Revaluation Retained


Total
Capital Surplus on PPE Earnings

(Rupees in 000s)

Balance as at June 30, 2021 4,002,739 4,773,441 6,981,112 15,757,292

Total Comprehensive income for


the year ended June 30, 2022 - - 1,354,723 1,354,723

Deferred tax impact due to change in tax rate - (261,715) - (261,715)

Realization of revaluation surplus on


PPE through depreciation (net of tax) - (225,943) 225,943 -

Realization of revaluation surplus on


disposal of asset held for sale - (2,676) - (2,676)

Balance as at June 30, 2022 4,002,739 4,283,107 8,561,778 16,847,624

Total Comprehensive income for


the year ended June 30, 2023 - 5,001,457 1,232,407 6,233,864

Cash dividend @ Rs. 1.00 per share


for the year ended June 30, 2022 - - (400,274) (400,274)

Realization of revaluation surplus on


PPE through depreciation (net of tax) - (194,466) 194,466 -

Deferred tax impact due to change in tax rate - (372,338) - (372,338)

Balance as at June 30, 2023 4,002,739 8,717,760 9,588,377 22,308,876

The annexed notes 1 to 44 form an integral part of these financial statements.

DIRECTOR CHIEF FINANCIAL OFFICER DIRECTOR

ANNUAL REPORT 2023 75 GHARIBWAL CEMENT LIMITED


STATEMENT OF
CASH FLOWS
FOR THE YEAR ENDED JUNE 30, 2023

Note 2023 2022

(Rupees in 000s)

CASH FLOW FROM OPERATING ACTIVITIES

Net profit before taxation 2,711,966 2,753,888


Adjustment for non-cash and other items: 35 1,252,115 1,330,203

Operating profit before working capital changes 3,964,081 4,084,091


Net changes in working capital 36 1,508,300 (2,542,761)

Cash inflow from operation 5,472,381 1,541,330


Finance cost paid (384,022) (222,862)
Finance cost relating to lease liability paid (335) (1,329)
Markup received on bank deposits 125,580 51,928
Movement in employees' benefit obligation (109,081) 20,980
WPPF and WWF paid (278,137) (53,600)
Income tax paid (1,509,490) (247,073)

Net cash inflow from operating activities 3,316,896 1,089,374

CASH FLOW FROM INVESTING ACTIVITIES

Payments for property, plant and equipment (2,284,461) (263,070)


Proceeds on disposal of non-current asset held for sale - 108,666
Proceeds on disposal of property, plant and equipment 765 -
Markup received from Balochistan Glass Limited (related party) 408 859

Net cash outflow from investing activities (2,283,288) (153,545)

CASH FLOW FROM FINANCING ACTIVITIES

Proceeds from borrowings 330,478 87,240


Repayment of borrowings (1,359,961) (1,208,240)
Repayment of lease liabilities (principal portion) (5,487) (11,436)
Dividend paid to directors (net of tax) (300,828) -
Dividend paid to other shareholders (net of tax) (48,854) (301)

Net cash outflow from financing activities (1,384,652) (1,132,737)

Net decrease in cash and cash equivalents (351,044) (196,908)


Cash and cash equivalents at beginning of the year 1,098,126 1,295,034

Cash and cash equivalents at end of the year 12 747,082 1,098,126

The annexed notes 1 to 44 form an integral part of these financial statements.

DIRECTOR CHIEF FINANCIAL OFFICER DIRECTOR

ANNUAL REPORT 2023 76 GHARIBWAL CEMENT LIMITED


NOTES TO THE
FINANCIAL STATEMENTS
FOR THE YEAR ENDED JUNE 30, 2023

1 LEGAL STATUS AND OPERATIONS


Gharibwal Cement Limited is a public limited company based in Pakistan. The Company is
registered with the Securities and Exchange Commission of Pakistan w.e.f. December 1960. Shares
of the Company are quoted on Pakistan Stock Exchange with symbol of "GWLC". The Company
is principally engaged in production and sale of cement. These financial statements are of the
individual entity i.e. Gharibwal Cement Limited.

The head office and registered office of the Company is situated at 27H, Pace Tower, 1st Floor,
College Road, Gulberg-II, Lahore, Pakistan. Factory of the Company is situated at Ismailwal, Tehsil
Pind Dadan Khan, District Chakwal.

2 BASIS OF PREPARATION

2.1 Statement of compliance


These financial statements have been prepared in accordance with the accounting and reporting
standards as applicable in Pakistan. The accounting and reporting standards applicable in Pakistan
comprise of:
a International Financial Reporting Standards (IFRS Standards) issued by the International
Accounting Standards Board (IASB) as notified under the Companies Act, 2017; and
b Provisions of and directives issued under the Companies Act, 2017.

Where provisions of and directives issued under the Companies Act, 2017 differ from the IFRS
Standards, the provisions of and directives issued under the Companies Act, 2017 have been
followed.

2.2 Change in accounting standards, interpretations and amendments to published accounting


and reporting standards
a "Amendments to published accounting and reporting standards which became effective
during the year:"

There were certain amendments to the accounting and reporting standards which became
mandatory for the Company during the year. However, the amendments did not have any
significant impact on the financial reporting of the Company and, therefore, have not been
disclosed in these financial statements.

b Amendments to published accounting and reporting standards that are not yet effective:

There are certain amendments to the accounting and reporting standards that will be
mandatory for the Company’s annual accounting periods beginning on or after July 1, 2023.
However, these amendments will not have any significant impact on the financial reporting
of the Company and, therefore, have not been disclosed in these financial statements.

2.3 Basis of measurement


These financial statements have been prepared on accrual basis and under the historical cost
convention except for the followings:
• certain property, plant and equipment at fair value.
• certain inventories at lower of cost and net realizable value.
• certain financial instrument at amortized cost.

2.4 Functional and presentation currency


The financial statements are presented in Pakistani Rupee (Rs.) which is the Company’s functional
and presentation currency. Figures in these financial statements have been rounded off to the
nearest thousands Rupees, unless otherwise stated.

2.5 Use of estimates and judgments


The preparation of financial statements in conformity with approved accounting standards requires
management to make estimates and assumptions that affect the reported amounts of revenues,
expenses, assets, liabilities and related disclosures at the date of the financial statements.

ANNUAL REPORT 2023 77 GHARIBWAL CEMENT LIMITED


The estimates and judgements are based on historical experience and various other factors that
are believed to be reasonable under the circumstances and are continually evaluated. The resulting
accounting estimates will, by definition, seldom equal the related actual results. The estimates
and underlying assumptions are reviewed on an on-going basis. Revisions to accounting estimates
are recognized in the period in which the estimates are revised if the revision affects only that
period, or in the period of the revision and future periods.

Judgements made by management in application of the approved accounting standards that


have significant effect on the financial statements and estimates with a significant risk of material
adjustments in the next year are discussed in respective policy note. The areas involving significant
estimates or judgements are:
i) Estimated useful life of property, plant and equipment and intangible assets [notes 3.1 and 3.2]
ii) Estimation of fair value of property, plant and equipment [Note 3.1, Note 4c]
iii) Estimation of net realizable value and Provision for slow moving inventories [notes 3.3]
iv) Estimate of liability and cost in respect of staff gratuity scheme [notes 3.11]
v) Estimation of current and deferred tax [note 3.14]
vi) Assessment of contingencies [Note 3.20]
vii) Estimate of provisions [Note 3.13]
viii) Present value of non interest bearing borrowings (Note 3.9) and GIDC (Note 19b)
ix) Estimate of impairment of financial assets (Note 3.6 and Note 3.4)

3 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

3.1 Property, plant & equipment


Owned Assets
Operating fixed assets are accounted for according to revaluation model of IAS-16 (Property,
Plant and Equipment) under which the asset is carried at a revalued amount, being its fair value
at the date of revaluation less subsequent depreciation and impairment, if any. Exception to this
is tools and equipment, furniture, fixture and office equipment, and vehicles which are stated at
cost less accumulated depreciation and impairment in value, if any.

Revalued amounts are fair values based on appraisals prepared by external professional valuers
once every five years or more frequently if market factors indicate a material change in fair value.
Revalued amounts of non-depreciable items are determined by reference to local market values
and that of depreciable items are determined by reference to present depreciated replacement
values as described in Note 4c. Any increase or decrease in revaluation surplus is treated as per
policy described in Note 3.8.

Capital work-in-progress is stated at cost accumulated up to the reporting date less accumulated
impairment loss, if any. Capital work-in-progress is recognized as an operating fixed asset when
it is made available for its intended use.

Costs include expenditures that are directly attributable to the acquisition of the asset, including
any borrowing cost, and are only included in the asset’s carrying amount when it is probable that
economic benefits associated with the item will flow to the Company in future periods and the
cost of the item can be measured reliably. The cost of a self constructed asset includes cost of
materials, labor and other overheads that are directly attributable to bringing the asset to a
working condition for its intended use, costs of dismantling / removing the asset and restoring
the site on which it is located.

Repair and maintenance costs are charged to the statement of profit and loss during the period
in which these are incurred. Capitalization takes place if the measures lead to an extension or
significant improvement of the asset.

Depreciation is charged to the statement of profit or loss using reducing balance method at the
rates stated in note 4a. As no finite useful life for land can be determined, related carrying
amounts are not depreciated. Depreciation is charged to statement of profit or loss from the
month when an asset becomes available for its indented use, whereas no depreciation is charged
in the month of disposal.

The depreciation methods, useful lives and residual values of items of property, plant and
equipment are reviewed at each reporting date and altered if circumstances or expectations have
changed significantly. In making these estimates, the Company uses the technical resources
available with the Company. Any change or adjustment in depreciation method, useful lives and
residual values is accounted for as a change in accounting estimate under IAS 8, ‘Accounting

ANNUAL REPORT 2023 78 GHARIBWAL CEMENT LIMITED


policies, changes in accounting estimates and errors’ and is applied prospectively in the financial
statements by adjusting the depreciation charge for the period in which the amendment or
change has been made and for future periods.

Disposal of an item of property, plant and equipment is recognized when significant risk and
rewards, incidental to the ownership of that asset, have been transferred to the buyer. Gains and
losses on disposals are determined by comparing the carrying amount of that asset with the
sales proceeds and are recognized in the statement of profit or loss within other income or other
expenses.

Leased Assets
Leased assets are accounted for as per policy described in Note 3.10.

3.2 Intangible assets


Intangible assets are accounted for according to IAS 38 (Intangible Assets) at cost less accumulated
amortization and impairment loss, if any. Costs of purchase of computer software ERP is capitalized
as intangible assets.

Intangible assets are amortized using straight-line method over a period of five years. Amortization
on additions to intangible assets is charged from the month in which an asset is put to use and
on disposal up to the month of disposal. The estimated useful life and amortization method are
reviewed at the end of each annual reporting period, with effect of any changes in estimate being
accounted for on a prospective basis.

3.3 Inventories
Inventories are measured in accordance with IAS 2 (Inventories) at the lower of cost and net
realizable value using the periodic weighted average cost method. Spare parts for plant and
equipment, consumable stores and fuel are reported under inventories. If spare parts were
acquired in connection with the acquisition of the plant and equipment, or in a separate acquisition
meet the definition of an asset, then they are reported under fixed assets.

Cost includes costs of purchase, costs of conversion and other costs incurred in bringing the
inventories to their present location and condition. The cost of finished goods and work in
progress comprises raw materials, direct labor, other direct costs and related production overheads.
Net realizable value signifies the estimated selling price in the ordinary course of business less
estimated costs of completion and estimated costs necessary to make the sale necessarily to be
incurred in order to make a sale.

The company reviews the carrying amount of the inventory on each reporting date or as
appropriate, inventory is written down to its net realizable value or provision is made in the
financial statements for slow moving and obsolete inventory if there is any change in usage
pattern and physical form of related inventory, and is recognized in the statement of profit or
loss.

3.4 Trade and other receivables


Trade and other receivables are initially recognized at original invoice amount which is the fair
value of consideration to be received in future and subsequently measured at cost as reduced
by appropriate provision for receivables considered to be doubtful. Trade receivables are accounted
for as per accounting policy as described in Note 3.18.

Trade and other receivables are written off (i.e. derecognized) when there is no reasonable
expectation of recovery. Failure to make payments within 1,095 days (three years) from the invoice
date and failure to engage with the Company on alternative payment arrangement amongst
other is considered indicators of no reasonable expectation of recovery.

Exchange gains and losses arising in respect of trade and other receivables in foreign currency
are added to the carrying amount of the receivables.

Impairment of trade and other receivables


The Company makes use of a simplified approach in accounting for trade and other receivables
as well as contract assets and records the loss allowance as lifetime expected credit losses. These
are the expected shortfalls in contractual cash flows, considering the potential for default at any
point during the life of the financial instrument. In calculating, the Company uses its historical
experience, external indicators and forward-looking information to calculate the expected credit
losses using a provision matrix. The Company assess impairment of trade receivables on a
collective basis as they possess shared credit risk characteristics they have been grouped based
on the days past due.
ANNUAL REPORT 2023 79 GHARIBWAL CEMENT LIMITED
The expected loss rates are based on the payment profile for sales over the past 48 months at
each reporting date as well as the corresponding historical credit losses during that period. The
historical rates are adjusted to reflect current and forwarding looking macroeconomic factors
affecting the customer’s ability to settle the amount outstanding.

A provision is established when there is objective evidence that the Company will not be able
to collect all amounts due according to the original terms of receivables. The amount of provision
is charged to the statement of profit or loss.

3.5 Cash and cash equivalents


For the purpose of presentation in the statement of cash flows, cash and cash equivalents comprise
cash on hand, cash at banks, and demand deposits, together with other short-term, highly liquid
investments maturing within 30 days from the date of acquisition that are readily convertible
into known amounts of cash and which are subject to an insignificant risk of changes in value
and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities in the
statement of financial position.

3.6 Financial instruments


Financial instruments are any contracts that give rise to a financial asset of one entity and a
financial liability or equity instrument of another entity. The financial instruments include non-
derivative and derivative financial instruments. Assets or liabilities that are not contractual in
nature and that are created as a result of statutory requirements imposed by the Government
are not the financial instruments of the Company.

Recognition and derecognition


Financial assets and financial liabilities are recognized when the Company becomes a party to
the contractual provisions of the financial instrument. Regular way purchases and sales of financial
assets are recognized on trade date, being the date on which the group commits to purchase
or sell the asset. Financial assets are derecognized when the contractual rights to the cash flows
from the financial asset expire, or when the financial asset and substantially all the risks and
rewards are transferred. A financial liability is derecognized when it is extinguished, discharged,
cancelled or expires.

Classification of financial assets


The classification depends on the entity’s business model for managing the financial assets and
the contractual terms of the cash flows. Financial assets, other than those designated and effective
as hedging instruments, are classified into the following measurement categories:

• those to be measured at amortized cost; and


• those to be measured subsequently at fair value through profit or loss (FVTPL)
• those to be measured subsequently at fair value through other comprehensive income (FVTOCI)

In the periods presented the Company does not have any financial assets categorized as FVOCI.

All income and expenses relating to financial assets that are recognized in profit or loss (FVTPL)
are presented within finance costs, finance income or other financial items, except for impairment
of trade receivables which is presented within other expenses.

Initial measurement of financial assets


Except for those trade receivables that do not contain a significant financing component and are
measured at the transaction price in accordance with IFRS 15, all financial assets are initially
measured at fair value plus, in the case of a financial asset not at fair value through profit or loss
(FVPL), transaction costs that are directly attributable to the acquisition of the financial asset.
Transaction costs of financial assets carried at FVPL are expensed in profit or loss.

Financial assets with embedded derivatives are considered in their entirety when determining
whether their cash flows are solely payment of principal and interest.

Subsequent measurement of financial assets


Financial assets at amortized cost- Financial assets held for the collection of contractual cash
flows that are solely payments of principal and interest are measured at amortized cost, provided
that they are not allocated to a hedge. Interest income from these financial assets is recognized
in the financial result using the effective interest method. Discounting is omitted where the effect
of discounting is immaterial. All gains or losses resulting from derecognition, impairment losses
or currency translation are recognized directly in profit or loss. Impairment losses represent
probability-weighted estimates of credit losses. They are calculated on the basis of the best

ANNUAL REPORT 2023 80 GHARIBWAL CEMENT LIMITED


available information and the time value of money. Reversals are carried out if the reasons for
the impairment losses no longer apply. Financial assets measured at amortized cost include cash
and cash equivalent, loan and advances, deposits, trade receivables, and other current operating
receivables. In principle, the amortized cost in the case of current receivables corresponds to the
nominal value or the redemption amount.

Financial assets at fair value through profit or loss (FVTPL)- Financial assets not meeting the
criteria for the categories at amortized cost or fair value through other comprehensive income
(FVOCI) are measured at fair value through profit or loss. Further, irrespective of business model
financial assets whose contractual cash flows are not solely payments of principal and interest
are accounted for at FVTPL. All derivative financial instruments fall into this category, except for
those designated and effective as hedging instruments, for which the hedge accounting
requirements apply. The category also contains an equity investment. The Company accounts
for the investment at FVTPL and did not make the irrevocable election to account for the
investment in equity instruments and listed equity securities at fair value through other
comprehensive income (FVOCI). The fair value was determined in line with the requirements of
IFRS 9, which does not allow for measurement at cost. Assets in this category are measured at
fair value with gains or losses recognized in profit or loss in the period in which they are incurred.
The fair values of financial assets in this category are determined by reference to active market
transactions or using a valuation technique where no active market exists.

Impairment of financial assets


IFRS 9’s impairment requirements use more forward-looking information to recognize expected
credit losses – the ‘expected credit loss (ECL) model’. The Company assesses on a forward-looking
basis the expected credit losses associated with its loan and other debt-type instruments carried
at amortized cost and FVOCI as per IFRS-9 impairment requirements. The impairment methodology
applied depends on whether there has been a significant increase in credit risk. The Company
considers a broader range of information when assessing credit risk and measuring expected
credit losses, including past events, current conditions, reasonable and supportable forecasts
that affect the expected collectability of the future cash flows of the instrument. Accounting
policy for impairment of trade and other receivables is described in Note 3.4.

In applying this forward-looking approach, a distinction is made between:


Stage 1: financial instruments that have not deteriorated significantly in credit quality since initial
recognition or that have low credit risk;
Stage 2: financial instruments that have deteriorated significantly in credit quality since initial
recognition and whose credit risk is not low;
Stage 3: financial assets that have objective evidence of impairment at the reporting date;

‘12-month expected credit losses’ are recognized for the first category while ‘lifetime expected
credit losses’ are recognized for the second category. Measurement of the expected credit losses
is determined by a probability-weighted estimate of credit losses over the expected life of the
financial instrument.

Classification and measurement of financial liabilities


The Company’s financial liabilities include borrowings, trade and other payables and derivative
financial instruments. Accounting policy for borrowings is described in Note 3.9.

Financial liabilities are initially measured at fair value and, where applicable, adjusted for transaction
costs unless the Company designated a financial liability at fair value through profit or loss.
Subsequently, financial liabilities are measured at amortized cost using the effective interest
method except for derivatives and financial liabilities designated at FVTPL, which are carried
subsequently at fair value with gains or losses recognized in profit or loss (other than derivative
financial instruments that are designated and effective as hedging instruments). In principle, the
amortized cost in the case of current financial liabilities corresponds to the nominal value or the
redemption amount.

All interest-related charges and, if applicable, changes in an instrument’s fair value that are
reported in profit or loss are included within finance costs or finance income.

3.7 Equity, reserves and dividend payments


Share capital represents the face value of shares that have been issued. Any transaction costs
associated with the issuing of shares are deducted from share capital, net of any related income
tax benefits, if any.

ANNUAL REPORT 2023 81 GHARIBWAL CEMENT LIMITED


Other component of equity includes the 'Revaluation Surplus on Property, Plant and Equipment'
comprising gains and losses from the revaluation of items of property, plant and equipment (see
Note 3.8).

Retained earnings include all current and prior period retained profits/(loss).

Dividends declared for the reporting period subsequent to the reporting date are considered as
non-adjusting events. Dividend distributions payable to equity shareholders are recognized in
the financial statements for the period in which such dividend has become payable after it has
been approved by the Board or approved by members in a general meeting.

3.8 Revaluation surplus on property, plant and equipment


Revaluation on property, plant equipment is accounted for according to IAS-16 (Property, Plant
and Equipment).

Increases in the carrying amounts arising on revaluation of property, plant and equipment are
recognized, net of tax, in other comprehensive income and accumulated in equity under the
heading 'Revaluation Surplus on Property, Plant and Equipment'. To the extent that any revaluation
decrease or impairment loss has previously been recognized in profit or loss, a revaluation
increase is credited to profit or loss with the remaining part of the increase recognized in other
comprehensive income.

Decreases in the carrying amounts arising on revaluation of property, plant and equipment are
recognized, net of tax, in profit or loss. However revaluation decreases that reverse previous
increases of the same asset is first recognized in other comprehensive income to the extent of
the remaining surplus attributable to that asset; all other decreases are charged to profit or loss.
The decrease recognized in other comprehensive income reduces the amount accumulated in
equity under the heading 'Revaluation Surplus on Property, Plant and Equipment'.

Each year, the difference between depreciation based on the revalued carrying amount of the
asset charged to profit or loss and depreciation based on the asset’s original cost, net of tax, is
reclassified from the 'Revaluation Surplus on Property, Plant and Equipment' account to retained
earnings through the Statement of Changes in Equity.

Any revaluation surplus remaining in 'Revaluation Surplus on Property, Plant and Equipment'
account on disposal of the asset is transferred to retained earnings through the Statement of
Changes in Equity.

All transfers to / from the account of 'surplus on revaluation of property, plant and equipment'
are net of applicable deferred income tax. Revaluation surplus on property, plant and equipment
reported under equity is not available for distribution of dividend.

3.9 Borrowings
Borrowings are initially recognized at fair value, net of transaction costs incurred. Borrowings are
subsequently measured at amortized cost. Any difference between the proceeds (net of transaction
costs) and the redemption amount is recognized in profit or loss over the period of the borrowings
using the effective interest method.

Non-interest bearing borrowings are recognized at fair value using amortized cost method. Fair
value of these borrowings is determined by discounting the contractual payments in term of the
loan agreement using the market related interest rate. The difference between the proceeds of
the non-interest bearing loan and the present value of the contractual payments in terms of the
loan agreement, discounted using the market related rate of interest, is recognized as winding-
up of discount and charged to profit and loss. Changes occurred in fair value of these borrowings
due to repayment and/or change in market interest rate is charged to statement of profit or loss.

Borrowings are removed from the statement of financial position when the obligation specified
in the contract is discharged, cancelled or expired. The difference between the carrying amount
of a financial liability that has been extinguished or transferred to another party and the
consideration paid, including any non cash assets transferred or liabilities assumed, is recognized
in profit or loss as other income or finance costs.

Borrowings are classified as current liabilities unless the Company has an unconditional right to
defer settlement of the liability for at least 12 months after the reporting period.

General and specific borrowing costs that are directly attributable to the acquisition, construction

ANNUAL REPORT 2023 82 GHARIBWAL CEMENT LIMITED


or production of a qualifying asset are capitalized during the period of time that is required to
complete and prepare the asset for its intended use or sale. Qualifying assets are assets that
necessarily take a substantial period of time to get ready for their intended use or sale.

Investment income earned on the temporary investment of specific borrowings, pending their
expenditure on qualifying assets, is deducted from the borrowing costs eligible for capitalization.

Other borrowing costs are expensed in the period in which they are incurred.

3.10 Leases
The Company considers whether a contract is, or contains a lease. A lease is defined as ‘a contract,
or part of a contract, that conveys the right to use an asset (the underlying asset) for a period
of time in exchange for consideration’.

At lease commencement date, the Company recognizes a right-of-use asset and a lease liability
on the statement of financial position. The right-of-use asset is measured at cost, which is made
up of the initial measurement of the lease liability, any initial direct costs incurred by the Company,
an estimate of any costs to dismantle and remove the asset at the end of the lease, and any lease
payments made in advance of the lease commencement date (net of any incentives received).

The Company depreciates the right-of-use assets on a straight-line basis from the lease
commencement date to the earlier of the end of the useful life of the right-of-use asset or the
end of the lease term. The Company also assesses the right-of-use asset for impairment when
such indicators exist. If the Company is reasonably certain to exercise a purchase option, the
right-of-use asset is depreciated over the underlying asset’s useful life.

At the commencement date, the Company measures the lease liability at the present value of
the lease payments unpaid at that date, discounted using the interest rate implicit in the lease
if that rate is readily available or the Company’s incremental borrowing rate.

Lease payments included in the measurement of the lease liability are made up of fixed payments
(including in substance fixed), variable payments based on an index or rate, amounts expected
to be payable under a residual value guarantee and payments arising from options reasonably
certain to be exercised.

Subsequent to initial measurement, the liability will be reduced for payments made and increased
for interest. It is remeasured to reflect any reassessment or modification, or if there are changes
in in-substance fixed payments.

When the lease liability is remeasured, the corresponding adjustment is reflected in the right
of-use asset, or profit and loss if the right-of-use asset is already reduced to zero.

The Company has elected to account for short-term leases (less than 12 months) and leases of
low-value assets using the practical expedients. Instead of recognizing a right-of-use asset and
lease liability, the payments in relation to these are recognized as an expense in profit or loss
on a straight-line basis over the lease term.

On the statement of financial position, right-of-use assets have been included in property, plant
and equipment and lease liabilities have been shown on face of statement of financial position.

3.11 Employees benefits


Employees benefits are determined in accordance with IAS 19 (Employee Benefits).

The Company operates approved funded contributory provident fund schemes for its permanent
employees. The Company has no legal or constructive obligations to pay contributions in addition
to its fixed contributions, which are recognized as an expense in the period in which the employees'
services are received.

Short-term obligations
Liabilities for salaries, including non-monetary benefits, and annual leave that are expected to
be settled wholly within 12 months after the end of the period in which the employees render
the related service are recognized in respect of employees’ services up to the end of the reporting
period and are measured at the amounts expected to be paid when the liabilities are settled. The
liabilities are presented as current employee benefit obligations in the Statement of Financial
Position.

ANNUAL REPORT 2023 83 GHARIBWAL CEMENT LIMITED


3.12 Trade and other payables
These amounts represent liabilities for goods and services provided to the Company prior to the
end of the financial year which are unpaid. The amounts are unsecured and are usually paid
within 90 days of recognition. Trade and other payables are presented as current liabilities unless
payment is not due within 12 months after the reporting period. They are recognized initially at
their fair value and subsequently measured at amortized cost using the effective interest method.

3.13 Provisions
Provisions are recognized in the statement of financial position when the Company has a present
legal or constructive obligation as a result of past events; and 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. Provisions are measured at the present value of management’s best estimate of the
expenditure required to settle the present obligation at the end of the reporting period. . The
discount rate used to determine the present value is a pre-tax rate that reflects current market
assessments of the time value of money and the risks specific to the liability.

Provisions are reviewed at each statement of financial position and adjusted to reflect the current
best estimate. If it is no longer probable that an outflow of economic resources embodying
economic benefits will be required to settle the obligation, the provisions are reversed.

3.14 Taxation
Tax expense recognized in profit or loss comprises the sum of deferred tax and current tax not
recognized in other comprehensive income or directly in equity.

Current Tax
Calculation of current tax is based on tax rates and tax laws that have been enacted or substantively
enacted by the end of the reporting period. The charge for current tax also includes adjustments,
where considered necessary, to provision for tax made in the previous years arising from
assessments framed during the year for such years.

The Company takes into account, in making the estimates for income taxes, the current income
tax law and decisions taken by appellate authorities on certain issues in the past . Instances where
the Company's view differs with the view taken by the income tax department at the assessment
stage and where the Company considers that its view on items of a material nature is in accordance
with the law, the amounts are shown as contingent liabilities.

Deferred Tax
Deferred tax is recognized using the balance sheet liability method on all temporary differences
between the carrying amounts of assets and liabilities for the financial reporting purposes and
the amounts used for taxation purposes.

Deferred tax liability is recognized for all the taxable temporary differences. Deferred tax asset
is recognized for all the deductible temporary differences only to the extent that it is probable
that future taxable profits will be available against which the asset may be utilized. Significant
management judgment is required to determine the amount of deferred tax assets that can be
recognized, based upon the likely timing and level of future taxable profits together with future
tax planning strategies.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the
period when the asset is realized or the liability is settled, based on the tax rates that have been
enacted or substantively enacted by the date of statement of financial position. Impact of future
income subject to final taxation is also considered in accordance with the requirements of
Accounting Technical Release – 27 of the Institute of Chartered Accountants of Pakistan, if
considered material. The Company recognizes deferred tax liability on surplus on revaluation of
property, plant and equipment which is adjusted against the related surplus.

Changes in deferred tax assets or liabilities are recognized as a component of tax income or
expense in profit or loss, except where they relate to items that are recognized in other
comprehensive income or directly in equity, in which case the related deferred tax is also
recognized in other comprehensive income or equity, respectively.

The Company also regularly reviews the trend of proportion of incomes between Presumptive
Tax Regime income and Normal Tax Regime income and the change in proportions, if significant,
is accounted for in the year of change. Further, deferred tax calculation is based on estimate of
future ratio of export and local sales based on last three years average.

ANNUAL REPORT 2023 84 GHARIBWAL CEMENT LIMITED


3.15 Foreign currency translation
Foreign currency translation is made according to IAS-21 (The Effect of Changes in Foreign
Exchange Rates). Foreign currency transactions are translated into the functional currency of the
Company i.e. Rs., using the exchange rates prevailing at the dates of the transactions (spot
exchange rate). Foreign exchange gains and losses resulting from the settlement of such
transactions and from the remeasurement of monetary items denominated in foreign currency
at year-end exchange rates are recognized in profit or loss.

Non-monetary items are not retranslated at year-end and are measured at historical cost (translated
using the exchange rates at the transaction date), except for non-monetary items measured at
fair value which are translated using the exchange rates at the date when fair value was determined.

3.16 Offsetting of financial assets and liabilities


Financial assets and financial liabilities are set off and the net amount is reported in the financial
statements when there is a legally enforceable right to set off and the company intends either
to settle on a net basis, or to realize the assets and to settle the liabilities simultaneously.

3.17 Related party transactions


All transactions with related parties are executed at arm’s length prices, determined in accordance
with the pricing method as approved by the Board of Directors.

3.18 Revenue recognition


Revenue arises mainly from the sale of cement through intermediaries, and is measured according
to IFRS-15 (Revenue from Contracts with Customers) at the fair value of the consideration received
or receivable as defined in sales contract, including variable consideration; sales tax and other
duties collected on behalf of third parties are not taken into account. However, variable consideration
is only included if it is highly probable that a significant reversal of revenue will not occur once
the uncertainty related to the variable consideration is resolved.

Revenue is recognized when control of a promised goods passes to a customer at a specific point
in time. The customer obtains control of the goods when the significant risks and rewards of
products sold are transferred according to the specific delivery terms that have been formally
agreed with the customer i.e. upon delivery from the manufacturing unit of the Company.

Contract liabilities, which is the Company’s obligation to transfer goods to a customer for which
the entity has already received consideration, relate mainly to advance payments from customers.
A trade receivable is recognized when the products are delivered to a customer as this is the
point in time that the consideration becomes unconditional because only a passage of time is
required before the payment is due. Contract assets, which is the Company’s right to consideration
that is conditional on something other than the passage of time, relate mainly to construction
and paving activities and not relevant for the Company.

Scrap sales are stated net of sales tax and are recognized in the year in which scrap sales are
made.

Profit on bank deposits / savings accounts is recognized on a time proportion basis on the
principal amount outstanding and at the applicable rate.

Other income is recognized when the right to receive is established, and the amount and timing
of related receipt is virtually certain.

3.19 Operating expenses


Operating expenses are recognized in profit or loss upon utilization of the service or as incurred.

3.20 Contingent liabilities


Contingent liability is disclosed when there is a possible obligation that arises from past events
and whose existence will be confirmed only by the occurrence or non occurrence of one or more
uncertain future events not wholly within the control of the Company.

A contingent liability is also disclosed when there is present obligation that arises from past
events but it is not probable that an outflow of resources embodying economic benefits will be
required to settle the obligation or the amount of the obligation cannot be measured with
sufficient reliability.

The assessment of the contingencies inherently involves the exercise of significant judgment as
the outcome of the future events cannot be predicted with certainty. The company, based on

ANNUAL REPORT 2023 85 GHARIBWAL CEMENT LIMITED


the availability of the latest information, estimates the value of contingent assets and liabilities
which may differ on the occurrence / non-occurrence of the uncertain future events not wholly
within the control of the Company.

The Company has disclosed significant contingent liabilities for the pending litigations and claims
against the Company based on its judgment and the advice of the legal advisors for the estimated
financial outcome. The actual outcome of these litigations and claims can have an effect on the
carrying amounts of the liabilities recognized at the date of statement of financial position.
However, based on the best judgment of the Company and its legal advisors, the likely outcome
of these litigations and claims is remote and there is no need to recognize any liability at the
date of statement of financial position.

3.21 Earning per share (EPS)


Basic EPS is calculated by dividing the profit or loss attributable to ordinary shareholders of the
Company by the weighted average number of ordinary shares outstanding during the year.

Diluted EPS is calculated by adjusting basic EPS by the weighted average number of ordinary
shares that would be issued on conversion of all dilutive potential ordinary shares into ordinary
shares and post-tax effect of changes in profit or loss attributable to ordinary shareholders of
the Company that would result from conversion of all dilutive potential ordinary shares into
ordinary shares.

3.22 Impairment of non-financial assets


The carrying amount of the Company’s non-financial assets, other than inventories and deferred
tax assets are reviewed at each reporting date to determine whether there is any indication of
impairment. If any such indication exists, then the asset’s recoverable amount is estimated. The
recoverable amount of an asset or cash generating unit is the greater of its value in use and its
fair value less cost to sell. In assessing value in use, the estimated future cash flows are discounted
to their present values using a pre-tax discount rate that reflects current market assessments of
the time value of money and the risks specific to the asset or cash generating unit.

An impairment loss is recognized if the carrying amount of the assets or its cash generating unit
exceeds its estimated recoverable amount. Impairment losses are recognized in profit or loss.
Impairment losses recognized in respect of cash generating units are allocated to reduce the
carrying amounts of the assets in a unit on a pro-rata basis. Impairment losses recognized in
prior periods are assessed at each reporting date for any indications that the loss has decreased
or no longer exists. An impairment loss is reversed if there has been a change in the estimates
used to determine the recoverable amount. An impairment loss is reversed only to that extent
that the asset’s carrying amount after the reversal does not exceed the carrying amount that
would have been determined, net of depreciation and amortization, if no impairment loss had
been recognized.

3.23 Non current assets held for sale


A non-current asset is classified as held for sale if most of its carrying amount is expected to be
recovered via future cash flows from the sale of the asset rather than future cash flows from use.
To classify an asset as held for sale, the asset must be available for immediate sale in its present
condition and the sale must be highly probable.

Immediately before the initial classification of the asset as held for sale, the carrying amount of
the asset is measured in accordance with applicable IFRSs. Resulting adjustments are also
recognized in accordance with applicable IFRSs. Assets classified as ‘held for sale’ are measured
at the lower of their carrying amounts immediately prior to their classification as held for sale
and their fair value less costs to sell. Once classified as held for sale, property, plant and equipment
are no longer depreciated.

Note 2023 2022

4 PROPERTY, PLANT AND EQUIPMENT (Rupees in 000s)

Operating fixed assets - tangible 4a 25,620,650 18,358,320


Right of use assets 4b - 21,850
Capital work in progress 4d 2,742,344 490,450

28,362,994 18,870,620

ANNUAL REPORT 2023 86 GHARIBWAL CEMENT LIMITED


4a- OPERATING FIXED ASSETS - TANGIBLE

COST / REVALUED AMOUNT ACCUMULATED DEPRECIATION


Book Value
Opening Revaluation Closing Opening For the Revaluation Closing as at
Additions Deletion Transfer* Rate Deletion Transfer* Year Ended
Balance Surplus Balance Balance Year Surplus Balance

- - - - - - - - - - - - - - - - - - - - (Rupees in 000s) - - - - - - - - - - - - - - - - - - - -
Financial year 2023
Freehold land 163,657 6,712 - - 30,234 200,603 - - - - - - 200,603
Building and foundation on freehold land 4,532,145 - - - 1,325,735 5,857,880 5% 2,032,737 124,971 - 629,922 - 2,787,630 3,070,250
Building and foundation on leasehold land 72,685 - - - 20,136 92,821 10% 51,585 2,110 - 14,704 - 68,399 24,422
Heavy earth moving machinery 522,125 - - 33,268 637,718 1,193,111 20% 409,010 24,742 - 547,970 18,430 1,000,152 192,959
Plant and machinery 22,864,637 - - - 12,125,639 34,990,276 5% 7,523,650 767,049 - 4,771,901 - 13,062,600 21,927,676
Infrastructure 368,954 - - - - 368,954 20% 309,495 11,893 - - - 321,388 47,566
Tools and equipment 48,965 - - - - 48,965 20% 29,208 3,951 - - - 33,159 15,806
Furniture and fixtures 87,938 - - - - 87,938 20% 71,431 3,302 - - - 74,733 13,205
Vehicles 270,376 25,855 (596) 10,076 - 305,711 20% 146,046 26,658 (470) - 5,314 177,548 128,163
28,931,482 32,567 (596) 43,344 14,139,462 43,146,259 10,573,162 964,676 (470) 5,964,497 23,744 17,525,609 25,620,650

Financial year 2022

ANNUAL REPORT 2023


Freehold land 163,657 - - - - 163,657 - - - - - - 163,657
Building and foundation on freehold land 4,532,145 - - - - 4,532,145 5% 1,901,189 131,548 - - - 2,032,737 2,499,408
Building and foundation on leasehold land 72,685 - - - - 72,685 10% 49,241 2,344 - - - 51,585 21,100
Heavy earth moving machinery 511,475 10,650 - - - 522,125 20% 382,285 26,725 - - - 409,010 113,115
Plant and machinery 22,855,242 9,395 - - - 22,864,637 5% 6,716,682 806,968 - - - 7,523,650 15,340,987

87
Infrastructure 368,954 - - - - 368,954 20% 294,629 14,866 - - - 309,495 59,459
Tools and equipment 48,197 768 - - - 48,965 20% 24,306 4,902 - - - 29,208 19,757
Furniture and fixtures 87,281 657 - - - 87,938 20% 67,385 4,046 - - - 71,431 16,507
Vehicles 177,267 93,109 - - - 270,376 20% 126,981 19,065 - - - 146,046 124,330

28,816,903 114,579 - - - 28,931,482 9,562,698 1,010,464 - - - 10,573,162 18,358,320


Operating fixed assets have been pledged as security against the company's borrowings (refer to Note 15a).
4b- RIGHT OF USE ASSETS
COST / REVALUED AMOUNT ACCUMULATED DEPRECIATION
Book Value
Opening Revaluation Closing Opening For the Revaluation Closing as at
Additions Deletion Transfer* Rate Deletion Transfer* Year Ended
Balance Surplus Balance Balance Year Surplus Balance

- - - - - - - - - - - - - - - - - - - - (Rupees in 000s) - - - - - - - - - - - - - - - - - - - -
Financial year 2023
Heavy earth moving machinery 33,268 - - (33,268) - - 20% 17,371 1,059 - - (18,430) - -
Vehicles 10,076 - - (10,076) - - 20% 4,123 1,191 - - (5,314) - -

GHARIBWAL CEMENT LIMITED


43,344 - - (43,344) - - 21,494 2,250 - - (23,744) - -

Financial year 2022


Heavy earth moving machinery 33,268 - - - - 33,268 20% 13,396 3,975 - - - 17,371 15,897
Vehicles 10,076 - - - - 10,076 20% 2,635 1,488 - - - 4,123 5,953
43,344 - - - - 43,344 16,031 5,463 - - - 21,494 21,850
4c Freehold land, building and foundation on freehold land, building on leasehold land, heavy earth
moving machinery, plant and machinery and infrastructures have been carried at revalued
amounts determined by professional valuers (level 2 measurement under IFRS-13 'Fair Value
Measurements'). The latest valuations was conducted on 30-06-2023 by an independent valuer
"Protectors" who are approved by Pakistan Banks' Association (PBA) in any amount category.
Whereas head office situtaed in Lahore and piece of land in Pind Dadan Khan were revalued on
30-06-2023 by another independent valuers Al Wazzan Associates (Pvt) Limited.

Freehold land
The valuation experts used a market based approach to arrive at the fair value of the Company's
properties. Fair market value of freehold land was assessed through inquiries to real estate agents
and property dealers in near vicinity of freehold land. Different valuation methods and exercises
were adopted according to experience, location and other usage of freehold land. Valuer had
also considered all relevant factors as well.

Building and foundation, Infrastructure


The valuation experts used a cost based approach to arrive at the fair value of the Company's
properties. Construction specifications were noted for each building and structure and new
construction rates are applied according to construction specifications for current replacement
values. After determining current replacement values, depreciation was calculated to determine
the current assessed market value.

Plant and machinery, Heavy earth moving machinery


The valuation experts used a cost based approach to arrive at the fair value of the Company's
properties. Current replacement cost was determined by collecting information regarding current
prices of comparable cement plant from suppliers and different cement plant consultants in
Pakistan and abroad. Fair depreciation factor for each item is applied according to their physical
condition, usage and maintenance.

The effect of changes in the unobservable inputs used in the valuations cannot be determined
with certainty, accordingly a qualitative disclosure of sensitivity has not been presented in these
financial statements.

Assessed value and forced sales value of these fixed assets as at the date of revaluation i.e. June
30, 2023 was as under:
Assessed Forced Sales
Value Value
(Rupees in 000s)
Freehold land 200,603 167,958
Building and foundation on freehold land 3,070,250 2,609,716
Building and foundation on leasehold land 24,422 20,759
Heavy earth moving machinery 192,959 164,013
Plant and machinery 21,927,676 18,638,516
Infrastructure 47,566 40,436

25,463,476 21,641,398
Carrying amount of fixed assets if these had been carried
under cost model and had not been revalued:
Note 2023 2022

(Rupees in 000s)
Freehold land 46,112 39,400
Building and foundation on freehold land 1,306,849 1,382,174
Building and foundation on leasehold land 24 41
Heavy earth moving machinery 65,174 65,570
Plant and machinery 9,805,109 10,321,168
Infrastructure 47,566 59,465

4ca Depreciation charge for the year has been allocated as under:
Cost of sales 26 932,980 987,411
General and administrative expenses 27 31,583 26,581
Selling and distribution expenses 28 2,363 1,934

966,926 1,015,926

ANNUAL REPORT 2023 88 GHARIBWAL CEMENT LIMITED


Note 2023 2022

(Rupees in 000s)
4cb The carrying amount of temporarily idle property, plant
and equipment, as included in note 4a, is as under:
Building and foundations 117,047 104,423

4cc Heavy earth moving machinery includes used dumpers having book value of Rs. 18.013 million
(FY2022: Rs. 10.064 million) which had been purchased with the funds of the Company. These
are in the possession of the Company and are being used for transportation of raw material
within the factory premise, but these are not yet registered in the name of the Company.

4cd Particulars of immovable property (i.e. land and building) in the name of the Company
are as follows:

Location Usage Area


Ismailwal, Tehsil Pind Dadan Khan Manufacturing facility 2,378 Kanals & 5 Marla
Ismailwal, Tehsil Pind Dadan Khan - (see Note 24c) Manufacturing facility 400 Kanals
Jutana, Tehsil Pind Dadan Khan Infrastructure 127 Kanal & 14 Marla
Dewanpur Tehsil Pind Dadan Khan Pumping station 58 Kanal & 17 Marla
Pind Dadan Khan Warehouse 73 Kanal & 1 Marla
1st Floor, Pace Tower, 27-H, Gulberg-II, Lahore Head office 17,950 square feet

Opening Additions / Transfer to Closing


operating
Balance Adjustments fixed assets Balance

- - - - -- - -- (Rupees in 000s) - - - -- - - -
4d Capital work-in-progress
Capital work in progress 42,815 83,563 - 126,378
Advances for capital expenditure 447,635 2,168,331 - 2,615,966

490,450 2,251,894 - 2,742,344

Note 2023 2022


5 INTANGIBLE ASSETS
(Rupees in 000s)
Cost
Balance at the close of the year 21,259 21,259

Amortization
Opening balance (15,532) (11,281)
Amortized during the year @ 20% 27 (4,251) (4,251)

(19,783) (15,532)

1,476 5,727

6 DEPOSITS
Utilities and supplies 47,253 47,253

7 INVENTORIES
Stock in trade 7a 1,958,186 844,026
Fuel, parts and supplies 7b 1,925,942 3,717,347

3,884,128 4,561,373

7a STOCK IN TRADE
Raw material 97,629 98,894
Work in process 1,600,900 610,468
Finished goods 198,832 85,215
Packing material 60,825 49,449

1,958,186 844,026

ANNUAL REPORT 2023 89 GHARIBWAL CEMENT LIMITED


Note 2023 2022

(Rupees in 000s)
7b FUEL, PARTS AND SUPPLIES
Fuel and supplies 1,470,435 3,493,972
Spares parts 460,970 225,161
Loose tools 8,068 4,835
Inventories in transit 21,104 28,014

1,960,577 3,751,982
Less: Provision for slow moving and obsolete items (34,635) (34,635)

1,925,942 3,717,347

8 TRADE AND OTHER RECEIVABLES


Trade receivable from contracts with customers 421,536 377,265
Markup receivable 228,747 106,012
from Balochistan Glass Limited (related party)
650,283 483,277

9 LOAN AND ADVANCES


Considered good
Secured
Advances to employees against salaries 9,450 6,817
Advances to employees for expenses 3,001 626
Balochistan Glass Limited - associated company 9b 587,366 587,366

599,817 594,809
Unsecured
Loans to employees 9a 1,800 1,800

601,617 596,609

9a Loans to employees
Numan Basharat 5,386 5,386
Abdul Aziz 2,940 3,038

8,326 8,424
Less: Recoverable after 12 months shown as long term loan (6,526) (6,624)

1,800 1,800

These loans are given for house building and are interest free. These are recoverable in 67-104
equal monthly instalments. Accordingly loan recoverable after 12 months is shown as long term
loan. The value of these loans at amortized cost comes to Rs. 4.880 million (FY2022: 5.692) giving
a winding up of discount of Rs. 3.445 million (FY2022: Rs. 2.732 million). The value involved is
immaterial, therefore, long term loan is shown at its carrying amount.

9b The Company has approved a short term advance facility up to Rs. 600 million (FY2022: Rs. 600
million) to its associated company Balochistan Glass Limited (BGL) under the authority of a special
resolution u/s 199 of the Companies Act, 2017 passed by the members of the Company in annual
general meeting held on October 27, 2022. This facility carries markup @ 3 months KIBOR + 3.5%
p.a. This advance is secured by way of personal guarantee of a director. Maximum balance at any
month-end during the year was Rs. 587.366 million (FY2022: Rs. 587.366 million).

During the year, Muhammad Tousif Peracha (“MTP”) who is common sponsor director in both
companies, entered into an agreement with Tariq Glass Limited (“TGL”) whereby MTP sold 50%
of his shareholding in MMM Holding (Pvt) Ltd, a holding company of BGL, to TGL. As per terms
and condition of aforesaid agreement, TGL will take management control of BGL after completing
legal formalities and thereafter TGL and MTP will ensure that BGL repays this loan to the Company
in due course of time and regularly serves current markup accrued thereupon. Further to this,
MTP also undertakes that BGL will repay the outstanding markup already accrued to the Company
and accordingly the Company has received cheques in this regard subsequent to the year end.

ANNUAL REPORT 2023 90 GHARIBWAL CEMENT LIMITED


Based on financial standing of both MTP and TGL and future prospects of BGL after change in
management, it is proposed by the Board of the Company to renew this short term facility up
to Rs. 700 million for a period of one-year subject to the approval of the members in upcoming
Annual General Meeting.

Note 2023 2022

(Rupees in 000s)
10 DEPOSITS
Considered good but unsecured
Margin against letters of guarantee from banks 32,688 32,688
Margin against letters of credit from banks - 2,160

32,688 34,848

11 PREPAYMENTS
Considered good but unsecured
Advances to suppliers 116,344 191,801
Prepaid expenses 21,013 4,807

137,357 196,608

12 CASH AND CASH EQUIVALENT


Cash in hand 12a 2,199 1,746

Cash at banks in local currency


Current accounts 193,314 409,917
PLS accounts 12b 342,631 245,056
Term deposits 12c 205,002 436,000
Dividend account 2,608 2,780

743,555 1,093,753
Cash at banks in foreign currency
USD accounts 1,328 2,627

747,082 1,098,126

12a This includes NIL (FY2022: Rs. 0.145) in SAR.

12b These accounts bear profit ranging from 14% to 19% p.a. (FY2022: 5% to 7% p.a.).

12c These term deposits receipts are placed with scheduled banks with profit @ 13.5%-20% p.a.
(FY2022: 6.5% - 12% p.a.) for one month. These are held under lien against letters of credit facility
by the bank.

2023 2022 2023 2022


------(Numbers)------ ---(Rupees in 000s)---
13 SHARE CAPITAL

Authorized share capital


Ordinary shares of Rs. 10 each 800,000,000 800,000,000 8,000,000 8,000,000

Issued, subscribed and paid up capital


Ordinary shares of Rs. 10 each:
fully paid in cash 386,842,543 386,842,543 3,868,425 3,868,425
fully paid as bonus shares 13,431,417 13,431,417 134,314 134,314

400,273,960 400,273,960 4,002,739 4,002,739

13a Voting rights, Board selection, right of first refusal and block voting are in proportion to the
shareholding.

ANNUAL REPORT 2023 91 GHARIBWAL CEMENT LIMITED


Note 2023 2022
14 SURPLUS ON REVALUATION OF PROPERTY,
PLANT AND EQUIPMENT (Rupees in 000s)
Gross Surplus
Opening balance 6,330,971 6,670,875
Surplus on revluation arose during the year 8,174,965 -
Adjustment 5,493 -
Incremental depreciation for the year (318,796) (337,228)
Surplus associated with asset disposed of - (2,676)

14,192,633 6,330,971
Deferred tax attributed to surplus
Opening balance (2,047,864) (1,897,434)
Impact of tax rate change 17 (372,339) (261,715)
Surplus on revluation arose during the year (3,176,445) -
Adjustment (2,556) -
Incremental depreciation for the year 124,330 111,285

(5,474,874) (2,047,864)

8,717,759 4,283,107

15 BORROWINGS

Banks and financial institutions - Secured


Finance Facility I 15a 193,209 574,809
Finance Facility II 15b 43,217 68,562

236,426 643,371
15a Finance Facility I

Finance under conventional mode


Bank of Punjab 15aa - 237,816
Bank of Punjab 15ab - 55,156
Bank of Punjab 15ac - 55,135
National Bank of Pakistan 15ad 112,209 172,886
Pak China Investment Company Limited 15ae - 66,667
Saudi Pak Industrial & Agricultural Investment Co. Ltd 15af - 14,397

112,209 602,057
Finance under islamic mode
Al Baraka Bank Limited 15ag 190,000 380,000
Summit Bank Limited 15ah 21,445 107,225
Faysal Bank Limited 15ai - 206,250
First Habib Modaraba 15aj 62,578 86,641

274,023 780,116

386,232 1,382,173
Less: current and overdue portion shown under
current liabilities 20 (193,023) (807,364)

193,209 574,809

15aa The term finance facility carrying markup @ 3 months KIBOR plus 1.4% per annum has been
repaid in full during the year. NOC for vacation of charge has also been obtained from the bank.

15ab This demand finance facility carrying markup @ 3 months KIBOR + 2.5% p.a. has been repaid in
full during the year. NOC for vacation of charge has also been obtained from the bank. This
facility was secured by way of first specific joint pari passu charge over waste heat recovery plant
to the extent of Rs. 260 million (FY2022: Rs. 260.000 million) which is in addition to securities as
mentions in note 15ak.

ANNUAL REPORT 2023 92 GHARIBWAL CEMENT LIMITED


15ac This finance carrying markup @ 3% under temporary Refinance Scheme for Payment of Wages
and Salaries has been repaid in full during the year.

15ad The demand finance is to be repaid in 40 unequal quarterly instalments from October 2015 to
June 2026. This facility carries markup @ 3 months KIBOR + 1% p.a. which is to be paid quarterly.

15ae This term finance facility carrying markup @ 3 months KIBOR + 2.0% p.a. has been repaid in full
during the year. NOC for vacation of charge has been obtained from the lender. This facility was
secured by way of first pari passu hypothecation charge over all present and future fixed assets
of the Company with 25% margin to the extent of Rs. 267 million, and mortgage over personal
properties of sponsoring directors, and personal guarantees of sponsoring directors.

15af This term finance facility carrying markup @ 3 months KIBOR plus 2.5% p.a. has been repaid in
full. NOC for vacation of charge has been obtained from the lender.

15ag This facility was obtained under Musharika arrangement to finance the import value of new
cement mill which is repayable in 20 equal quarterly instalments from September 2018 to June
2024. Profit is to be paid @ 3 month KIBOR plus 2% on quarterly basis in arrear. This facility is
secured against exclusive charge on this cement mill up to Rs. 1.087 billion (FY2022: Rs. 1.087
billion). It is also secured by way of personal guarantees of the sponsoring directors.

15ah The Company has obtained a term finance facility to finance the import value of plant and
machinery for waste heat recovery project. Principal amount is to be repaid in 16 equal quarterly
instalments starting from November 2018 to August 2022. This facility carries markup @ 3 months
KIBOR + 2.5% p.a. which is to be paid quarterly. This facility is secured by way of first specific
joint pari passu charge over waste heat recovery plant to the extent of Rs. 150 million (FY2022:
Rs. 150 million) through first pari passu charge over all present and future fixed assets of the
Company and personal guarantees of sponsoring directors.

15ai This musharika facility carrying profit @ 3months KIBOR + 2.25% has been repaid in full during
the year. This facility was secured by way of first pari passu hypothecation charge / equitable
mortgage over all present and future fixed assets of the Company as mentioned in Note 15ak,
and mortgage over personal properties of sponsoring directors, and personal guarantees of
sponsoring directors.

15aj This facility was obtained under Musharika arrangement to purchase vehicles and heavy earth
moving machinery. It is repayable in 24 to 60 monthly instalments. Profit is to be paid @ 6 months
KIBOR + 2.75% with floor rate of 8.75% p.a to 9.00% p.a. Vehicles purchased under this facility
are registered in the name of financial institution as security which shall be transferred in the
name of the Company on repayment of whole amount.

15ak The Company has revised the First Joint Pari Passu Hypothecation Agreement on 21-12-2021
with the banks and financial institutions mentioned in note 15aa to 15ah, 15al and note 15b
excluding loans mentioned in Note 15ab, 15ac, 15ae and 15ag. As a result of this revised
agreement, these term finance facilities along with Demand Finance 2 (DF2) facilities mentioned
in Note 15b obtained from these banks or financial institutions are secured by way of first pari
passu charge over the fixed assets of the Company to the extent of Rs. 4,066.118 million (FY2022:
Rs. 4,066.118 million). Sponsoring directors also give personal guarantees along with mortgage
of their personal assets to secure these borrowings.

15al During the year, the Company has entered into an agreement with syndicate lead by Askari Bank
Limited a Term Finance Facility of Rs. 1.1 billion for the purpose of financing capital expenditures
to enhance the existing capacity and improve the operational efficiency of the Company. This
facility will be repaid in 16 equal quarterly instalments after a grace period of one year. Markup
will be charged at the rate of 3 months KIBOR + 2.5% p.a. to be paid quarterly. This facility will
be secured against charge of Rs. 1.466 billion over fixed assets of the Company and personal
guarantees of sponsoring directors. No disbursement against this facility has been availed till
cut off date.

ANNUAL REPORT 2023 93 GHARIBWAL CEMENT LIMITED


Note 2023 2022

15b Finance Facility II (Rupees in 000s)

Finance under conventional mode


National Bank of Pakistan 15ba 112,786 138,814
First Credit Investment Corporation 15bb - 7,514

Gross value of facilities 112,786 146,328


Less: Winding up of discount
Opening balance (39,253) (49,463)
Unwinding up of discount and catch up adjustments 32 8,523 10,210

(30,730) (39,253)

Present value of facilities 82,056 107,075


Less: current and overdue portion shown under
current liabilities 20 (38,839) (38,513)

43,217 68,562

15ba This non-interest bearing facility is being paid in equal quarterly instalment ending in June 2026
and secured by JPP as mentioned in Note 15ak.
15bb This non-interest bearing facility has been repaid in full during the year.

2023 2022
16 LEASE LIABILITY (Rupees in 000s)
Current lease liabilities (current maturities) - 5,487

- 5,487

The Company has obtained heavy earth moving machinery and vehicles under a lease arrangement
for lease term of 36 months. These lease facilities carries markup at the rate 3 month KIBOR plus
a spread of 2.50% - 2.75% p.a. The Company intends to exercise its option to purchase the above
assets upon completion of the lease period. Facilities are secured through exclusive ownership
of asset-in-use in the name of the Banks. Taxes, repair and insurance costs are borne by the
Company. Lease rentals of Rs. 5.823 million (FY2022: Rs. 12.763 million) million paid during the
reporting year.
Note 2023 2022

17 DEFERRED TAXATION (Rupees in 000s)


Deferred tax liability due to
accelerated depreciation rate for tax purpose 8,485,332 4,725,107
Deferred tax assets due to
provisions allowed on actual/payment basis
in tax computation (118,649) (145,463)

Net deferred tax liability 8,366,683 4,579,644

Reconciliation of deferred tax liability


Opening balance 4,579,644 4,154,083
Impact of tax rate change on revaluation surplus on PPE 14 372,339 261,715
Impact of tax on fresh revaluation surplus on PPE 3,179,001 -
Deferred tax charge for the year 17a 235,699 163,846

8,366,683 4,579,644

17a Deferred tax charge for the year


Credit for the year (596,964) (147,416)
Impact of tax rate change on opening balance 832,663 311,262

Deferred tax charge for the year 33 235,699 163,846

ANNUAL REPORT 2023 94 GHARIBWAL CEMENT LIMITED


17.2 In accordance with the Finance Act, 2023, super tax at the rate of 10% for tax year 2023 and
onwards has been levied in addition to the corporate tax rate of 29%. Accordingly, the Company
has recorded deferred tax at 39% in accordance with applicable accounting and reporting
standards.
Note 2023 2022
18 EMPLOYEES BENEFIT OBLIGATIONS (Rupees in 000s)
Frozen Employees Benefit Obligations
Opening balance 16,149 26,155
Payments for the year (6,204) (10,006)

9,945 16,149

These are the left over amounts of discontinued post-employment benefits under gratuity scheme
and accumulated compensatory absences scheme for the permanent employees of management
cadre. These will be paid to employees when they retire or leave the Company.

Note 2023 2022

(Rupees in 000s)
19 TRADE AND OTHER PAYABLES

Trade creditors 19a 1,391,531 850,790


Accrued liabilities 19b 1,055,159 742,791
Federal Excise Duty and sales tax 307,494 277,974
Royalty and Excise Duty 91,792 94,194
Workers' Profit Participation Fund 19c 116,447 202,061
Workers' Welfare Fund 143,201 131,142
Withholding tax 545,184 519,630

3,650,808 2,818,582

19a These include balances payable to foreign creditors under letters of credit arrangement for
purchase of coal, machinery, equipment, and consumables. Total letters of credit facilities
aggregated to Rs. 2,272 million (FY2022: Rs. 2,489 million) were available from commercial banks
at the reporting date, out of which Rs. 1,348.967 million (FY2022: Rs. 2,420.497 million) were
remained unutilized at that date. These letters of credit are due in 0-180 days and are secured
against lien on import/local L/C documents, accepted draft/bill of exchange, 1st pari passu charge
over all present and future fixed assets to the extent of Rs. 939 million in aggregate, and personal
guarantees of the sponsoring directors. Further, Rs. 2,100 million charge over plant and machinery
and current assets of the Company is registered in favour of scheduled banks against one time
facilities of letter of credit.

Trade creditors also includes payable balance of Rs. 112.821 million (FY2022: Rs. 16.538 million)
to Shahpur Commerce (Pvt) Limited (an associated company). Coal aggregating to gross value
of Rs. 614.188 million (FY2022: Rs. 492.578 million) was purchase from Shahpur Commerce (Pvt)
Limited during the year.

Note 2023 2022

19b Accrued liabilities (Rupees in 000s)


Gas Infrastructure Development Cess (GIDC) 19ba 491,745 491,745
Winding up of discount on initial recognition 32 - (18,220)

Present value of GIDC 491,745 473,525


Unwinding of discount during the year 32 - 18,220

Present value of GIDC payable within twelve months 491,745 491,745


Water conservancy charges 105,288 77,298
Other accrued liabilities 458,126 173,748

1,055,159 742,791

ANNUAL REPORT 2023 95 GHARIBWAL CEMENT LIMITED


19ba The GIDC including GST thereupon were payable to SNGPL in 24 monthly instalments as per
Supreme Court of Pakistan Order dated 13-08-2020. This liability was accounted for under IFRS-
9 w.e.f. December 2020 as per "Accounting of Gas Infrastructure Development Cess" a guideline
issued by the Institute of Chartered Accountants of pakistan during January 2021.

19c Workers' Profit Participation Fund (GCL WPPF Trust - related party)
Note 2023 2022

(Rupees in 000s)
Opening balance 202,061 107,384
Allocation for the year 29 145,827 148,277

347,888 255,661
Payment made during the year (231,442) (53,600)

Closing balance 116,447 202,061

20 BORROWINGS

Current maturities of long term borrowings


Finance facility I 15a 193,023 807,364
Finance facility II 15b 38,839 38,513

231,862 845,877

21 MARKUP AND PROFIT PAYABLE

Banks and Financial Institutions


Under markup/interest basis 7,224 20,299
Under islamic mode 21,471 24,343
Lease liabilities - 52

28,695 44,694

GCL WPPF Trust - related party 101 74,886

Workers' Profit Participation Fund 11,854 13,277


Workers' Welfare Fund 29,721 10,165

70,371 143,022

22 EMPLOYEES' BENEFIT OBLIGATIONS

Employees' benefit obligations 118,937 174,260


Frozen gratuity - 51,322
Provident Fund Trusts (related parties) 3,768 -

122,705 225,582

23 CONTRACT LIABILITIES 29,229 55,084

The contract liabilities primarily relate to the advance consideration received from customers for
sale of goods, for which revenue is recognized at point in time when goods are transferred. The
amount of Rs. 52.779 million (2022: Rs. 11.530 million) recognized in contract liabilities at the
beginning of the period has been recognized as revenue for the period ended June 30, 2023.

24 CONTINGENCIES AND COMMITMENTS

24a The Competition Commission of Pakistan (the CCP) took suo moto action and issued Show Cause
Notice on October 28, 2008 under section 30 of the Competition Ordinance, 2007 to almost all
cement companies (including the Company) for alleged increase in the prices of cement across
the country. The CCP passed an order on August 27, 2009 against all the cement companies and
imposed a penalty amounting to Rs. 39.126 million on the Company. The cement manufacturers
(including the Company) have challenged the CCP order in the Lahore High Court, Lahore (LHC)
ANNUAL REPORT 2023 96 GHARIBWAL CEMENT LIMITED
and seeks the declaration of the Competition Ordinance 2007 and Regulation 22 of the Competition
(General Enforcement) Regulations 2007 to be ultra-vires the Constitution, and, further, that the
show cause notice dated October 28, 2008 and order dated August 27, 2009 be declared illegal
along with filing of appeal before the honorable Supreme Court of Pakistan (SCP).

LHC vide its order dated 31 August 2009 restrained CCP from enforcing its order against the
Company for the time being. Meanwhile the CCP Tribunal was constituted under the law to hear
appeals against levy of penalty by CCP and the SCP set aside all the appeals to the Tribunal for
its adjudication. However, the constitution of Tribunal has also been challenged by the Company
along with other stakeholders before the Honorable Sindh High Court (“SHC”) on various legal
grounds, and the SHC very kindly has granted a stay order in favor of the Company against
constitution of the CCP Tribunal.

LHC vide its order dated 26 October 2020 decided the writ petition challenging the vires of the
law against the Company and the appeal impugning the levy of penalty vide order dated 27
August 2009 has been referred to the Tribunal (constitution of Tribunal already challenged in
SHC as referred above) to decide the same after issuance of notice to the Company. The Company
has challenged decision of LHC before the Honorable Supreme Court of Pakistan which is pending
adjudication.

The Company's legal counsel is confident that the Company has a good case and there are
reasonable chances of success to avoid the penalty, Hence, no provision for the above penalty
has been made in these financial statements.

24b The Pakistan Standards and Quality Control Authority (PSQCA) charged a marking fee @ 0.15%
of the total production of cement to manufacturer for the renewal of license and imposed liability
amounting to Rs. 24.000 million but management disagreed with this amount of liability. A writ
petition is filled by APCMA before Lahore High Court which is pending for adjudication. Based
on the legal opinion, the management is confident that the Company has good case and there
are reasonable chances of success in the pending Petition in the court.

24c The Member (Colonies), Board of Revenue, Government of Punjab vide its order dated July 23,
2010 cancelled the sales of state land measuring 400 kanals in favor of the Company after the
proceedings taken pursuant to the show cause notice no 408-SC-2010/1579/CS.III dated July
01, 2010. The Company filed writ petition before the Lahore High Court challenging the legality
and validity of all these proceeding however the Lahore High Court dismissed the writ petition.
The Company has filed a review petition against the earlier order of the LHC. The Adjudication
in this review petition is pending. Based on the legal opinion, the management is confident that
the Company has good case and there are reasonable chances of success in the Review Petition
pending before the Lahore High Court.

24d Surcharge of Rs. 567.730 million has been imposed by Mines and Minerals Department, Government
of the Punjab under Rule 68(2) of Punjab Mining Concession Rules, 2002 (“Rules”) against which
the Company has filed writ petition in the LHC against Government of Punjab via writ petition
No. 1008/2014 to challenge the basis of Rules. The Honorable Lahore High Court dismissed the
petition since the matter was being reviewed by the relevant Authority. Management and the
Company’s legal advisor are confident that the ultimate outcome of this case will be in favor of
the Company.

24e The interest amounting to Rs. 241.071 million on amount utilised from Workers’ Profit Participation
Fund (WPPF) has not been accounted for in these financial statements as the management and
the legal counsel of the Company believes that the interest on the leftover amount is not payable
to the Authority which is not so for established by the Government of Punjab.

24f Contingent tax cases which are pending for adjudication at various appellate forums are disclosed
in Note 33c.

ANNUAL REPORT 2023 97 GHARIBWAL CEMENT LIMITED


2023 2022
24g Bank guarantees
Commercial banks have issued the following bank (Rupees in 000s)
guarantees on behalf of the Company in favor of:
Sui Northern Gas Pipeline Limited 185,000 185,000
Islamabad Electricity Supply Corporation 92,560 92,560
Mines and Minerals Department 600 600
278,160 278,160
In addition to above bank guarantees, a commercial bank has issued performance guarantee
against export sales on behalf of the Company amounting to USD 10,000 (FY2022: USD 10,000).
These facilities are secured against charge of Rs. 200 million (FY2022: Rs. 200 million) over assets
of the Company.
Note 2023 2022

(Rupees in 000s)
24h Commitments
Against supply of plant and machinery under letters of credit 47,581 1,501,081
Against supply of inventories under letters of credit 296,375 68,502
343,956 1,569,583
25 REVENUE FROM CONTRACT WITH CUSTOMERS
Gross sales domestic 24,974,550 22,507,313
Less:
Sales tax (4,100,841) (3,628,431)
Federal excise duty (2,239,066) (2,524,875)
Advance income tax (24,730) (22,680)
Freight and discount (328,844) (137,539)
(6,693,481) (6,313,525)
Export sales 18,281,069 16,193,788
34,825 -
18,315,894 16,193,788
26 COST OF SALES
Packing and raw materials consumed 1,478,124 1,195,219
Electricity, gas and water 1,392,410 1,379,458
Coal, diesel and furnace oil 9,691,518 6,618,174
Royalty and excise duty on minerals 238,929 276,414
Consumable parts and supplies 821,796 606,789
Repair and maintenance 143,258 281,163
Salaries, wages and benefits 515,141 460,992
Transportation and freight 293,594 307,313
Insurance 25,205 14,945
Vehicle running and travelling 17,515 10,558
Other expenses 76,133 57,530
Depreciation 4ca 932,980 987,411
15,626,603 12,195,966
Adjustment of work-in-process inventory
Opening balance 610,468 831,055
Closing balance (1,600,900) (610,468)
(990,432) 220,587
Adjustment of finished goods inventory
Opening balance 85,215 74,780
Closing balance (198,832) (85,215)
(113,617) (10,435)
14,522,554 12,406,118
ANNUAL REPORT 2023 98 GHARIBWAL CEMENT LIMITED
Note 2023 2022

(Rupees in 000s)
27 ADMINISTRATIVE AND GENERAL EXPENSES

Salaries and benefits 527,084 520,687


Vehicle running and travelling 54,169 27,422
Legal and professional charges 6,372 8,966
Auditors' remuneration 27a 2,530 2,153
Communication expenses 19,280 8,841
Rent, rates and taxes 3,558 974
Fee and subscription 7,576 11,829
Utilities 21,194 7,534
Other expenses 35,966 22,770
Amortization 5 4,251 4,251
Depreciation 4ca 31,583 26,581

713,563 642,008

27a Auditors' remuneration


Statutory auditors
Audit fee 1,502 1,207
Half year review fee 630 604
Certification fee 74 -
Out-of-pocket expenses 140 158

2,346 1,969
Cost auditors
Audit fee 184 184

2,530 2,153

28 SELLING AND DISTRIBUTION EXPENSES

Salaries and benefits 75,162 73,551


Vehicle running and travelling 5,895 3,210
Sales promotion 5,704 1,031
Other expenses 2,441 1,944
Depreciation 4ca 2,363 1,934

91,565 81,670

29 OTHER EXPENSES

Workers' Profit Participation Fund 19c 145,827 148,277


Workers' Welfare Fund 58,755 63,377
Zakat 797 78

205,379 211,732

30 OTHER INCOME

Gain on disposal of non - current assets held for sale 30a - 60,926
Gain on disposal of fixed assets 639 -

639 60,926

30a A piece of land in Lahore having book value of Rs. 50.416 million had been sold out during the
previous year in open market to Eleven West (Pvt) Limited against a consideration of Rs. 111.342
million net of disposal expenses.

ANNUAL REPORT 2023 99 GHARIBWAL CEMENT LIMITED


Note 2023 2022

31 FINANCE INCOME (Rupees in 000s)

Income from financial assets under interest/markup basis


Profit on bank deposits 125,580 51,928
Markup on advance to Balochistan Glass Limited (related party) 123,143 75,441

248,723 127,369

32 FINANCE COST

Banks and financial institutions


under markup/interest basis
Long term borrowings 113,799 121,027
Un-winding up of discount and catch up adjustments 15b 8,523 10,210
Lease finance charges 283 1,335

122,605 132,572

under Islamic mode


Long term borrowings 84,970 86,504

others
Letters of credit financing cost 10,901 13,003
Bank guarantees commission 4,316 4,583
Bank charges 6,487 8,800

21,704 26,386

229,279 245,462
Loan from GCL WPPF Trust (related party) 26,743 -
Default charge on taxes and duties 25,077 23
Workers Profit Participation Fund (related party) 11,854 13,277
Workers Welfare Fund 19,556 10,165
Late payment surcharge on utilities bills 8,696 -
Un-winding up of discount on GIDC 19b - 18,220
Foreign currency exchange (credit) / loss (976) (480)

320,229 286,667

33 TAXATION

Current tax
Current period 33a 1,146,182 1,235,319
Prior period 97,678 -

1,243,860 1,235,319
Deferred taxation 17a 235,699 163,846

1,479,559 1,399,165

33a The Company computes tax based on the generally accepted interpretations of the tax laws to
ensure that sufficient provision for the purpose of taxation is available. Provision for current tax
is made @ 29% for the current year net off tax credit u/s 113 & 113C, if any, as per provision
of the Income tax Ordinance 2001. Provision for super tax @ 10% is also made for the current
year as required by the Tax Law.

ANNUAL REPORT 2023 100 GHARIBWAL CEMENT LIMITED


Note 2023 2022

33b Numerical reconciliation between average effective (Rupees in 000s)


tax rate and the applicable tax rate
Accounting profit before taxation 2,711,966 2,753,888

Tax at applicable @ 39% including super tax (FY2022: 33%) 1,057,667 908,783
Effect of:
Depreciation due to accelerated depreciation rates in tax (136,921) 108,919
Provisions to be claimed on actual/payment basis (20) (3,775)
Permanent taxable differences 2,944 (116,155)
Super tax - 190,131
Prior years adjustment 97,678 -
Income at lower rate under final tax regim (2,113) -
Tax rate change 460,324 311,262

Tax charge for the year 1,479,559 1,399,165

Effective tax rate 55% 51%

33c Current income tax appeals pending for adjudication:

33ca The Company has challenged before the Lahore high Court, the levy of ACT @ 17% in the
presence of depreciation losses which are admissible allowances. LHC has allowed interim relief
in the form of stay order for not paying ACT and accordingly income tax assessment for tax years
2014, 2015 and 2016 were made without ACT. However, provision for ACT were accrued in these
financial statements in the respective years on prudence basis which had been reversed as tax
credit u/s 113C against normal corporate tax from tax year 2017 and onward in these financial
statements.

33cb The Inland Revenue Appellate Tribunal (IRAT) allowed tax credit u/s 113(2)(c) amounting to Rs.
282.567 million to the Company, however the department challenged this before the Lahore
High Court, Lahore. Management as well as legal council is confident that this appeal will be
decided in favor of the company as LHC has already decided this matter in favor of other taxpayers
on the same ground as sought by the Company. Therefore, impact of the subject tax credit
allowed by IRAT was provided in the financial statements.

33cc The tax department has initiated income tax as well as sales tax audit proceedings from tax year
2015 to tax year 2020 for the whole cement industry. The Company has challenged the audit
proceeding before the Lahore High Court who has instructed the tax department not to issue
assessment order till conclusion of the case.

33cd The management and tax advisor of the company affirms that these appeals will be decided in
its favor, accordingly, no provisions of such tax demands have been incorporated in these financial
statements.
Note 2023 2022

34 EARNINGS PER SHARE - Basic and diluted (Rupees in 000s)

Weighted average number of ordinary shares


outstanding during the year 400,273,960 400,273,960

Profit after tax (Rupees in thousands) 1,232,407 1,354,723

Earnings per share - basic (Rupees) 3.08 3.38

There is no dilutive effect on the basic earnings per share of the company as the Company has
no such commitments at the date of statement of financial position.

ANNUAL REPORT 2023 101 GHARIBWAL CEMENT LIMITED


2023 2022

35 ADJUSTMENT FOR NON-CASH AND OTHER ITEMS (Rupees in 000s)

Depreciation 966,926 1,015,926


Amortization 4,251 4,251
Finance expenses 311,706 258,237
Un-winding up of discount - banks debts 8,523 10,210
Un-winding up of discount - GIDC - 18,220
Finance income (248,723) (127,369)
WWF and WPPF 204,582 211,654
Surplus on revaluation of PPE adjustment 5,489 -
Other income - gain on disposal of operating fixed assets (639) (60,926)

1,252,115 1,330,203

36 NET CHANGES IN WORKING CAPITAL

Inventories 677,245 (1,484,586)


Trade and other receivables (44,271) 95,075
Loan and advances (4,910) 3,071
Deposits 2,160 (2,588)
Prepayments 59,251 (74,356)
Trade and other payables 844,680 (1,121,508)
Contract liabilities (25,855) 42,131

1,508,300 (2,542,761)

37 FINANCIAL INSTRUMENTS

Categories of financial assets and financial liabilities


Note 3.6 provides a description of each category of financial assets and financial liabilities and
the related accounting policies. The carrying amounts of financial assets and financial liabilities
in each category are as follows:
Note 2023 2022

(Rupees in 000s)
Financial assets at amortized cost
Trade and other receivables 8 650,283 483,277
Loan and advances 9 605,142 602,607
Non current deposits 6 47,253 47,253
Current deposits 10 32,688 34,848
Cash and bank balances 12 747,082 1,098,126

2,082,448 2,266,111

Advances to employees against salary or for expenses are excluded from 'Loan and advances'
as these will not be settled through cash.
Note 2023 2022

(Rupees in 000s)
Financial liabilities at amortized cost
Non current borrowings 15 236,426 643,371
Current borrowings 20 231,862 845,877
Finance lease 16 - 5,487
Markup and profit payables 21 70,371 143,022
Trade and other payables
(excluding payable to government) 19 2,446,690 1,593,581
Employees benefits obligation 22 132,650 241,731
Unclaimed dividend 8,154 18,668

3,126,153 3,491,737

Risk management objectives and policies


The Company is exposed to various risks in relation to financial instruments. The main types of
risks are market risk, credit risk and liquidity risk. The Company’s risk management is coordinated

ANNUAL REPORT 2023 102 GHARIBWAL CEMENT LIMITED


at its head office, in close cooperation with the board of directors, and focuses on actively securing
the Company’s short to medium-term cash flows by minimizing the exposure to volatile financial
markets. The Company does not actively engage in the trading of financial assets for speculative
purposes nor does it write options. The most significant financial risks to which the Company
is exposed are described below

37a Market risk analysis


The Company is exposed to market risk through its use of financial instruments and specifically
to currency risk, and interest rate risk which result from both its operating and investing activities.

Foreign currency sensitivity


Most of the Company’s transactions are carried out in Pakistani Rupees (Rs.). Exposures to
currency exchange rates arise from the Company’s overseas sales and purchases, which are
primarily denominated in USD and CNY. Payables exposed to foreign currency are not covered
through any forward foreign exchange contracts or through hedging.
2023 2022 2023 2022
(FC in '000s) (Rupees in 000s)
Trade and other payables - Trade creditors
USD 223 231 64,164 47,501
CNY 7,263 7,263 290,376 224,646

354,540 272,147
Sensitivity analysis:
Increase in foreign currency exchange rate by 1% 3,545 2,721
Decrease in foreign currency exchange rate by 1% (3,545) (2,721)

Interest rate sensitivity


The Company is exposed to changes in market interest rates through borrowings at variable
interest rates that is mostly dependent on Karachi Inter Bank Offer Rate (“KIBOR”). The Company’s
interest / mark-up bearing financial instruments as at the reporting date are as follows:
2023 2022
(Rupees in 000s)
Fixed interest rate financial assets
Bank balances at PLS accounts & TDRs 547,633 681,056

Variable interest rate financial liabilities/(assets)


Borrowings 468,288 1,489,248
Borrowing at fixed rate - (55,135)
Advance to associated company (587,366) (587,366)

(119,078) 846,747

The effective interest / mark-up rates for interest / mark-up bearing financial instruments are
mentioned in relevant notes to the financial statements.

A reasonably possible change of 100 basis points in interest rates at the reporting date would
have (decreased) / increased profit by amounts shown below. The analysis assumes that all other
variables, in particular foreign exchange rates, remain constant. The analysis is performed on the
same basis as for the previous year.
2023 2022

(Rupees in 000s)
Variable interest rate financial liabilities
Increase of 100 basis points 1,191 8,467

Decrease of 100 basis points (1,191) (8,467)

The sensitivity analysis prepared is not necessarily indicative of the effects on profit for the year
and the outstanding liabilities of the Company at the year end.

Other price risk


Other price risk represents the risk that the fair value or future cash flows of a financial instrument
will fluctuate because of changes in market prices (other than those arising from interest rate
risk or currency risk), whether those changes are caused by factors specific to the individual

ANNUAL REPORT 2023 103 GHARIBWAL CEMENT LIMITED


financial instrument or its issuer, or factors affecting all similar financial instruments traded in
the market. Currently, the Company is not exposed to other price risk.

37b Credit risk analysis


Credit risk is the risk that a counterparty fails to discharge an obligation to the Company. The
Company is exposed to credit risk from financial assets including cash and cash equivalents held
at banks, advances and deposits, trade and other receivables. The Company identifies concentrations
of credit risk by reference to type of counter party. Maximum exposure to credit risk by type of
counterparty is as follows:
2023 2022

(Rupees in 000s)

Banks and financial institutions 777,571 1,131,228


Customers 421,536 377,265
Utility companies 47,253 47,253
Employees 17,776 15,241
Associated company 816,113 693,378

2,080,249 2,264,365

Credit risk management


The credit risk in respect of cash balances held with banks and deposits with banks are managed
via diversification of bank deposits, and are only with major reputable financial institutions.

Note 2023 2022

(Rupees in 000s)
A1+ 743,683 1,091,739
A1 620 167
A-2 494 907
A-3 85 3,566

744,882 1,096,379

The Company continuously monitors the credit quality of customers based on internal evaluation
assessment and/or reports on customers from the market. The Company’s policy is to deal only
with credit worthy counterparties. New customer is analyzed individually for creditworthiness
before the Company's standard payment and delivery terms and conditions are offered. The
credit terms range between 7 and 30 days. The credit terms for customers as negotiated with
customers are subject to an internal approval process. The ongoing credit risk is managed through
regular review of ageing analysis, together with credit limits per customer. The analysis of ages
of trade debts of the Company as at the reporting date is as follows:
Note 2023 2022

(Rupees in 000s)
Trade receivable
Current 400,525 373,433
1 - 60 days past due 9,400 17
61 - 180 days past due 5,051 19
More than 180 days past due 6,560 3,796

8 421,536 377,265

Management believes that the amounts that are past due are still collectable in full based on
historical payment behavior and extensive analysis of customer credit risk. Therefore no provision
is made in these financial statements.

The Company does not hold any security on the trade receivables balance, In addition, the
Company does not hold collateral relating to other financial assets (e.g. cash and cash equivalents
held with banks).

Credit risk on balances receivable amounting to Rs. 816.113 million (FY2022: 693.378 million)
from an associated company includes accrued markup of Rs. 106.012 million (FY2022: Rs. 31.430

ANNUAL REPORT 2023 104 GHARIBWAL CEMENT LIMITED


million) which is past due for more than 365 days at year end. Credit risk of advance to associated
company is monitored by analyzing the profitability and cash flows of the associated company.
Further these are also secured by way of personal guarantee of common director and post dated
cheque from the concerned director. therefore, the management belief that credit risk is minimal.

Margin against letters of guarantee/credit are placed with high rated banks. Advances/loans to
employees are secured against retirement benefits. Hence, management belief that the credit
risk is minimal.

37c Liquidity risk analysis


Liquidity risk is that the Company might be unable to meet its obligations. The Company manages
its liquidity needs by monitoring scheduled debt servicing payments for long-term financial
liabilities as well as forecast cash inflows and outflows due in day-to-day business. The data used
for analyzing these cash flows is consistent with that used in the contractual maturity analysis
below. Liquidity needs are monitored in various time bands, on a day-to-day and week-to-week
basis, as well as on the basis of a rolling 30-day projection. Long-term liquidity needs for a 180-
day and a 360-day lookout period are identified monthly. Net cash requirements are compared
to available borrowing facilities in order to determine headroom or any shortfalls. This analysis
shows that available borrowing facilities are expected to be sufficient over the lookout period.

The Company’s objective is to maintain cash and marketable securities to meet its liquidity
requirements for 30-day periods at a minimum. This objective was met for the reporting period.

The Company’s non-derivative financial liabilities have contractual maturities (including interest
payments where applicable) as summarized below:
More than More than More than
Carrying Contractual Within 6 6 months 1 year and 5 years and Total
value cash flows months and up to up to 5 up to 10
12 months years years
(Rupees in 000s)
As at June 30, 2023
Borrowings 468,288 468,288 41,926 189,936 236,426 - 468,288
Trade and other payables 2,446,690 2,446,690 1,153,891 1,292,799 - - 2,446,690
Employee benefits obligation 132,650 132,650 132,650 - - - 132,650
Markup and profits payable 70,371 70,371 70,371 - - - 70,371
Unclaimed dividend 8,154 8,154 8,154 - - - 8,154

3,126,153 3,126,153 1,406,992 1,482,735 236,426 - 3,126,153

As at June 30, 2022


Borrowings 1,489,248 1,489,248 459,059 386,818 643,371 - 1,489,248
Finance lease 5,487 5,487 4,885 602 - - 5,487
Trade and other payables 1,593,581 1,593,581 599,143 994,438 - - 1,593,581
Employee benefits obligation 241,731 241,731 241,731 - - - 241,731
Markup and profits payable 143,022 143,022 143,022 - - - 143,022
Unclaimed dividend 18,668 18,668 18,668 - - - 18,668

3,491,737 3,491,737 1,466,508 1,381,858 643,371 - 3,491,737

37d Fair value of financial instruments:


Fair value is the price that would be received to sell an asset or paid to transfer a liability in an
orderly transaction between market participants at the measurement date. Underlying the
definition of fair value is the presumption that the Company is a going concern without any
intention or requirement to curtail materially the scale of its operations or to undertake a
transaction on adverse terms.

IFRS 13, ‘Fair Value Measurements’ requires the Company to classify fair value measurements
using a fair value hierarchy that reflects the significance of the inputs used in making the
measurements.

The fair value hierarchy has the following levels:

i Quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity
can access at the measurement date (level 1).
ii Inputs other than quoted prices included within Level 1 that are observable for the asset or
liability, either directly or indirectly (level 2).
iii "Inputs for the asset or liability that are not based on observable market date (unobservable
inputs) (level 3)."

The Company has not disclosed the fair values of the current financial assets and current financial
liabilities disclosed in note 36 as these are for short term or reprice over short term. Therefore,
their carrying amounts are reasonable approximation of fair value.

ANNUAL REPORT 2023 105 GHARIBWAL CEMENT LIMITED


Transfers between levels of the fair value hierarchy are recognized at the end of the reporting
period during which the changes have occurred.

During the year, there were no transfers between level 1 and level 2 fair value measurements,
and no transfers into and out of level 3 fair value measurement.

37e Capital risk Management:


The Board’s policy is to maintain an efficient capital base so as to maintain investor, creditor and
market confidence and to sustain the future development of its business. The Board of Directors
monitors the return on capital employed, which the Company defines as operating income
divided by total capital employed. The Board of Directors also monitors the level of dividends
to ordinary shareholders. The Company’s objectives when managing capital are:

a) to safeguard the entity’s ability to continue as a going concern, so that it can continue to
provide returns for shareholders and benefits for other stakeholders; and
b) to provide an adequate return to shareholders.

The Company manages the capital structure in the context of economic conditions and the risk
characteristics of the underlying assets. In order to maintain or adjust the capital structure, the
Company may, for example, adjust the amount of dividends paid to shareholders, issue new
shares, or sell assets to reduce debt.

The Company monitors capital using a gearing ratio, which is net debt divided by total capital
plus net debt. Net debt is calculated as total loans and borrowings less cash and cash equivalents.

The gearing ratio as at June 30, 2023 is as follows:


Note 2023 2022

(Rupees in 000s)

Non current borrowings 15 236,426 643,371


Lease liability 16 - 5,487
Current borrowings 20 231,862 845,877

Total debts 468,288 1,494,735


Cash and bank balances 12 (747,082) (1,098,126)

Net debts (278,794) 396,609

Issued, subscribed and paid up capital 13 4,002,739 4,002,739


Revaluation surplus of PPE 14 8,717,759 4,283,107
Retained earnings 9,588,377 8,561,778

Total equity 22,308,875 16,847,624

Capital employed 22,030,081 17,244,233

Gearing ratio 0% 2%

Net debt against total equity of Re. 1 - 0.02

Gearing ratio showed that 0% (FY2022: 2%) of the capital employed is financed through borrowings;
whereas gearing ratio reduced due to repayment of debts and retention of earnings within the
company.

There were no changes in the Company’s approach to capital management during the year. The
Company is not subject to externally imposed capital requirements except those related to
maintenance of debt covenants including restriction on dividend declaration without obtaining
NOC commonly imposed by the providers of debt finance with which the Company has complied.
The Company has obtained NOC from the banks and financial institution for payment of dividend.

38 PROVIDENT FUND DISCLOSURE AND COMPLIANCE

GCL Officers' Provident Fund


The investments out of Provident Fund Trust have been made in accordance with the provisions
of Section 218 of the Companies Act, 2017 and Rules formulated for this purpose.
ANNUAL REPORT 2023 106 GHARIBWAL CEMENT LIMITED
GCL Workers' Provident Fund
This fund is wholly managed by CBA. The Trust is in process of completing its accounts and audit
to comply with the provisions of section 218 of the Companies Act, 2017.
2023 2022

39 NUMBER OF EMPLOYEES (Numbers)

Number of employees at year end 381 393


Average number of employees during the year 391 397

40 REMUNERATION TO CHIEF EXECUTIVE OFFICER, DIRECTORS & EXECUTIVES

The aggregated amounts charged in the financial statements as regard to these persons are as
under:
Chief Executive Executive Directors Executives
2023 2022 2023 2022 2023 2022
- - - - - - - (Rupees in 000s) - - - - - - -
Managerial remuneratio 148,297 124,655 93,264 84,600 94,747 78,575
Allowances 16,477 12,465 10,363 8,460 115,802 95,107
Bonus and other benefits 76,355 102,583 52,153 68,752 59,375 64,603
Contribution to post employment benefit - - 14 - 7,575 6,377

241,129 239,703 155,794 161,812 277,499 244,662

No. of employees 1 1 2 2 29 26

Meeting fee amounting to Rs. 9.100 million (FY2022: NIL) was paid to Chairman of the Board and
Chairman of the Audit Committee (both are non-executive independent directors). Executive
means an employee, other than the chief executive and directors, whose basic salary exceeds
Rs. 1,200,000 in a financial year. Chief Executive, executive directors and some exceutives are also
provided air travel for business purpose. The Company also provides the chief executive, executive
directors and some of the executives with Company maintained cars and travelling reimbursement
for business purpose.
41 RELATED PARTIES AND TRANSACTIONS WITH RELATED PARTIES

Following are the related parties with whom the Company had entered into transactions during
the year:
2023 2022
Direct shareholding %age
in the Company
Name of related parties Relationship
Muhammad Tousif Peracha Chief Executive Officer 53.730% 53.730%
Tabbasum Tousif Peracha Spouse of director 0.000% 0.048%
Mustafa Tousif Ahmed Peracha Director 0.123% 0.123%
Abdur Rafique Khan Director 22.726% 22.726%
Sorath Jamani Director 0.000% 0.000%
Amna Khan Director 5.688% 5.688%
Mian Nazir Ahmed Peracha Director 0.000% 0.000%
Feriha Nazir Peracha Spouse of a director 0.656% 0.656%
Qamar Nazir Peracha Spouse of a director 0.656% 0.656%
Faisal Aftab Ahmad Director 0.000% 0.000%
Daniyal Jawaid Peracha Director 0.004% 0.004%
Khalid Siddiq Tirmizey Director 0.025% 0.025%
Ali Rashid Khan Spouse of a director /
Key management personnel 5.102% 5.083%
Balochistan Glass Limited Associated company
(Common directorship) - -
Shahpur Commerce (Pvt) Limited Associated company
(Common directorship) - -
GCL Officers' Provident Fund Trust Post employment benefit - -
GCL Workers' Provident Fund Trust Post employment benefit - -
GCL WPPF Trust Trust - -
Abdul Shoeb Piracha Key management personnel - -
Muhammad Shamail Javed Key management personnel - -
Syed Firasat Abbas Key management personnel - -
Farukh Naveed Key management personnel - -
Muhammad Tahir Key management personnel - -

ANNUAL REPORT 2023 107 GHARIBWAL CEMENT LIMITED


Related parties include associated entities, directors and their close family members, key
management personnel and post employmet benefits / trusts. Balances with related parties are
disclosed in respective notes.

Details of transactions with related parties during the year, other than those which have been
disclosed elsewhere in these financial statements, are as follows:
2023 2022

Transactions with associates (Rupees in 000s)

Balochistan Glass Limited


Markup on short term advance 123,143 75,441
Sale of cement - 532

Shahpur Commerce (Pvt) Limited


Purchase of coal 614,188 492,578

Transactions with GCL WPPF Trust


Receipt and repayment of loan from / to the Trust 330,478 -
Markup on loan from Trust 26,743 -
Payment of WPPF contribution during the year 231,442 53,600
Markup on the outstanding amount of WPPF 11,854 13,277

Transactions with directors and their close family members


Aggregate dividend 300,828 -

Transactions with key management personnel


Salaries and benefits 140,689 128,573
Post employment benefit 3,272 2,901

Transactions with post employment benefits (provident funds)


Contribution by the Company
Cost of sales 13,858 13,969
Administrative and general expenses 3,734 3,650
Selling and distribution expenses 2,567 2,410

20,159 20,029

Chief executive and directors' salaries and benefits and


chairman board meeting fee is disclosed in note 40.

42 CAPACITY AND PRODUCTION - CLINKER

Listed capacity 2,010,000 2,010,00

Production 1,296,800 1,408,266

Lower capacity utilization of cement plant as well as change in actual production over the last
year is due to gap between demand and supply of cement in local market. The capacity figure
of the plant is based on 300 working days in a year.

43 CORRESPONDING FIGURES

Correspondence figures have been rearranged and reclassified, wherever necessary. However,
no major reclassification has been made other than those as disclosed in these financial statements
except as mentioned below:
2023 2022
Line From Heading To Heading (Rupees in 000s)
Workers' Profit Participation Fund Employees' benefit obligations Trade and other payable 202,061 107,384
Workers' Welfare Fund Employees' benefit obligations Trade and other payable 131,142 67,765
Workers' Profit Participation Fund Employees' benefit obligations Markup payable 13,277 -
Workers' Welfare Fund Employees' benefitobligations Markup payable 10,165 -

ANNUAL REPORT 2023 108 GHARIBWAL CEMENT LIMITED


44 AUTHORIZATION FOR ISSUE

These financial statements have been authorized for issue by the Board of Directors of the
Company in its meeting held on September 27, 2023.

DIRECTOR CHIEF FINANCIAL OFFICER DIRECTOR

ANNUAL REPORT 2023 109 GHARIBWAL CEMENT LIMITED


FORM OF PROXY
The Secretary
Gharibwal Cement Limited
Pace Tower, 1st Floor, 27-H,
College Road, Gulberg II, Lahore.
LAHORE

I/We ..................................................................... of .................................................. being a membe of

Gharibwal Cement Limited, and holder of ........................................... Ordinary Shares as per Shares Register

Folio No. ..................................................... hereby appoint Mr./Mrs./Ms. ................................................................

of ...........................................................................................................................................................

Folio No. ................................... who is also a member of Gharibwal Cement Limited as my/our proxy to attend
and vote for and on my/our behalf at the 63th Annual General Meeting of the Company to be held on Thursday,
October 26, 2023 at 12:00 noon at OBAN Hotel, 81-C-II, off MM Alam Road, Gulberg-III, Lahore and at any
adjournment thereof.

As witnessed given under my / our hand (s ) ................................................................. day of October , 2023.

Signature

On Five
Witness: Rupees
Revenue
Signature ............................... Stamp
Name .....................................
Address ..................................

Note:

1. The Proxy in order to be valid must be signed across a Five Rupees Revenue Stamp and should be deposited
in the Registered Office of the Company not later than 48 hours before the time of holding the meeting.

2. No person shall act as proxy unless he is a member of the Company.

3. Signature should agree with the specimen signature registered with the Company.
E-DIVIDEND MANDATE LETTER

Mandatory Bank account details for payment of Dividend through electronic mode

Dear Sir,

I/We/Messrs.,______________________________________________________, being a/the shareholder(s) of Gharibwal Cement


Limited (the "Company"), hereby, authorize the Company, to directly credit cash dividends declared by it, in my
bank account as detailed below:

Shareholder's Details
Name of the Shareholder(s)
Folio No. CDC Participant ID & Sub-Account
No. /CDC IAS
CNIC/NICOP/Passport/NTN No.
(please attach copy) - Mandatory
Contact Number (Landline & Cell Nos.)
Shareholder's Address
Zakat Status (Payable or not payable)
(submit declaration as per Zakat &
Ushr Ordinance 1980, if zakat not payable)

Shareholder's Bank Account Details


Title of Bank Account *
IBAN **
Bank's Name
Branch Name
Branch Code No
Branch Address

*Title of Bank account should match with CDC Account Title for smooth transfer of funds

**Please provide complete IBAN, after checking with your concerned branch to enable electronic credit directly
into your bank account.

It is stated that the above particulars given by me are correct and I shall keep the Company, informed in case of
any changes in the said particulars in future.

Yours truly,

___________________
Signature of Shareholder (Please affix company stamp in case of corporate entity)

Note:
This letter must be sent by shareholders to his Stock broker or to CDC in case of Investor Account with CDC which
maintains his/her CDC account for incorporation of bank account details for direct credit of cash dividend declared
by the Company from time to time.
In case of physical shares, please send directly to our share registrar (M/S Corplink (Private) Limited, 1-K Commercial,
Model Town, Lahore).
REQUEST FOR DELIVERY OF ANNUAL REPORT
OTHER THAN CD/DVD/USB
Corplink (Pvt) Limited
Wings Arcade, 1-K, Commercial,
Model Town, Lahore
Tel: 042 35916714

Dear Sir

With reference to above-mentioned subject, I / We, the undersigned, being member(s) of Gharibwal
Cement Limited hereby opt to receive annual report along with notice of annual general meeting through
(please select one of the following options):

Email, OR

Hard copy at my registered address

Please deliver the same at my email/registered address, instead of providing through CD / DVD / USB.

Name of shareholder

Folio No

CDC Account No

Shareholder CNIC No

Registered address

Email

It is stated that above mentioned information is true and correct and that I shall notify the Company and/or
its Share Registrar in writing of any change in my email ID/registered address for receiving the Company's
annual report and notice of annual general meeting etc.

_________________________________________
Signature of the Member/Shareholder

CC: The Company Secretary


Gharibwal Cement Limited
27-H, Pace Tower, 1st Floor, Gulberg-II, Lahore

Note:
The Securities and Exchange Commission of Pakistan, vide S.R.O 470(I)/2016 dated May 31, 2016, has
allowed companies to circulate their audited annual report along with notice of general meeting to the
registered addresses of its shareholders in electronic form through CD/DVD/USB. However, Shareholders
may request a hard copy of the Annual Audited Accounts along with notice of general meetings to be
sent to their registered address instead of receiving the same in electronic form on CD/DVD/USB. If you
require a hard copy of the audited annual report, please fill this form and send it to our Share Registrar
and Company Secretary at the address given above.

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