Gharibwal Cement AGM Notice 2023
Gharibwal Cement AGM Notice 2023
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.
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
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.
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.
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.
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.
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.
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.
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.
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.
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.
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)
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
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.
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]
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:
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
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.
Current Composition
During the year four meeting of the Audit Committee were held. Attendance by each directors
is given below:
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.
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:-
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.
• 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.
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.
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:
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.
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.
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.
DIRECTORS' REMUNERATION
The Board of Directors has approved a 'Directors' Remuneration Policy', the salient features of which are::
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.
During the year under report, 4 meetings of the audit committee were convened. The attendance of the
members of audit committee was as follows:
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:
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.
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.
The above policies and its implementation are closely monitored by the Audit Committee and periodically
reviewed by the Board.
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.
DIRECTOR DIRECTOR
Lahore: September 27, 2023
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.
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:-
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)
14) The frequency of meetings of the Committees are set, at minimal, as:-
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
3,167 400,273,960
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:
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
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
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.
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)
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.
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.
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.
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
5.17% 64.3%
Return on Assets Owership Ratio
8.04%
Return on Equity
Vendors
52%
Govt Exchequer
32%
2023
Employees
5%
Lenders
Company 3%
8%
Vendors
48%
Govt Exchequer
35%
2022
Employees
5%
Lenders
Company 1%
11%
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%
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%
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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
22,308,875 16,847,624
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
(Rupees in 000s)
Rupees
2023 2022
(Rupees in 000s)
5,001,457 -
(Rupees in 000s)
(Rupees in 000s)
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
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.
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.
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
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.
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.
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.
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.
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.
Financial assets with embedded derivatives are considered in their entirety when determining
whether their cash flows are solely payment of principal and interest.
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.
‘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.
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.
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.
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
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.
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.
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.
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.
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.
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
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.
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.
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.
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.
28,362,994 18,870,620
- - - - - - - - - - - - - - - - - - - - (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
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
- - - - - - - - - - - - - - - - - - - - (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) - -
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.
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
(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:
- - - - -- - -- (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
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
(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
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.
(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
743,555 1,093,753
Cash at banks in foreign currency
USD accounts 1,328 2,627
747,082 1,098,126
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.
13a Voting rights, Board selection, right of first refusal and block voting are in proportion to the
shareholding.
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
236,426 643,371
15a Finance Facility I
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.
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.
(30,730) (39,253)
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
8,366,683 4,579,644
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.
(Rupees in 000s)
19 TRADE AND OTHER PAYABLES
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.
1,055,159 742,791
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)
20 BORROWINGS
231,862 845,877
28,695 44,694
70,371 143,022
122,705 225,582
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.
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.
(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
713,563 642,008
2,346 1,969
Cost auditors
Audit fee 184 184
2,530 2,153
91,565 81,670
29 OTHER EXPENSES
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.
248,723 127,369
32 FINANCE COST
122,605 132,572
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.
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
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
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.
1,252,115 1,330,203
1,508,300 (2,542,761)
37 FINANCIAL INSTRUMENTS
(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
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)
(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
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.
(Rupees in 000s)
2,080,249 2,264,365
(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
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.
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
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.
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.
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.
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.
(Rupees in 000s)
Gearing ratio 0% 2%
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.
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
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 - -
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
20,159 20,029
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 -
These financial statements have been authorized for issue by the Board of Directors of the
Company in its meeting held on September 27, 2023.
Gharibwal Cement Limited, and holder of ........................................... Ordinary Shares as per Shares Register
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.
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.
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,
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)
*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
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
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
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.