Integrated Reporting Framework Adoption
Integrated Reporting Framework Adoption
Imagination 19
21
Code of Conduct
Nature of Business
To be pulled into a new 22 Group Structure
dimension and into a new way of 25 Company Information
envisioning a material. 26 Milestones
28 Awards and Recognition
From imagination to design and 29 Organizational Structure
engineering, what yesterday was
32 Geographical Presence
impossible or improbable today
34 Position within the Value Chain
can be a reality. Cement has
36 Factors Affecting the External
finally shed its utilitarian trait, it is Environment and the Organization`s
now come into its own as a Response
material that is in itself a means, 38 Significant Development & Changes
and an end. 39 Composition of Imported Material vs
Local Raw Material Mix
41 Strategic Objectives
42 Management Strategies and Resource
Allocation Plans
43 Key Performance Indicators
43 Methods and Assumptions
in Compiling Indicators
44 Liquidity and Financial Capital Structure
44 Significant Plans and Decisions
46 Risks and Opportunities
50 Notice of Annual General Meeting
52 Directors’ Profile
55 Chairman’s Review
57 Directors’ Report to the Members
61 Board Meetings Held Outside Pakistan
61 Annual Evaluation of Board Performance
63 Directors’ Orientation and Training
63 Policy on Non-Executive and 90 Statement of Value Addition and
Independent Directors’ Remuneration Distribution of Wealth
63 Matters Delegated to the Management 92 Analysis of the Financial and
64 Governance Practices Exceeding Legal Non-Financial Performance
Requirements 94 Change in Indicators and Performance
64 Female Director Measures
64 Independent Director 94 Segment Results
64 Investors’ Grievance Policy 96 Ratio Analysis
65 Related Parties 101 DuPont Analysis
65 Statement of Management’s Responsibility 103 Free Cash Flows
67 Social and Environmental Responsibility 104 Economic Value Added
Policy 105 Key Financial Information - Last Six Years
69 Conflict of Interest Policy 106 Horizontal Analysis - Last Six Years
71 Insider Trading Policy 108 Vertical Analysis - Last Six Years
73 Safety of Records Policy 112 Statement of Summary of Cash Flows -
75 IT Governance Policy Last Six Years
77 Whistle Blower Policy 113 Statement of Cash Flows - Direct Method
77 Business Continuity and Disaster 114 Quarterly Performance Analysis
Recovery Policy 115 Share Price Sensitivity Analysis
78 Human Resource Policies 116 Calendar of Notable Events
78 Diversity Policy 117 Business Rationale for Major Capital
79 Statement of Compliance with Listed Expenditure
Companies (Code of Corporate 119 Forward Looking Statement
Governance) Regulations, 2017
122 Sustainability Highlights
80 Statement of ComplianceWith the Best
Practices of Transfer Pricing 128 Corporate Social Responsibility Highlights
02
Annual Report 2018
03
Austere, yet
Out of the
Ordinary
Jaggered, smooth, two or three dimentional,
geometric, structured or organic, indoor or
outdoor, light or shadow, floor, wall or roof,
industrial or edgy, there is nothing that limits
the multitude of applications in which
cement can be used.
Cherat Cement Company Limited
04
Annual Report 2018
05
The Dramatic,
the Artistic,
the Play of
Chiaroscuro
Layers, textures, the play of light and
shadow, of changing hues and densities,
changing moods and tones. The options
are infinite, the opportunities boundless,
Cherat Cement Company Limited
06
Annual Report 2018
07
Cherat Cement Company Limited
08
Adoption and Statement of Adherence
with the International Integrated
Reporting Framework (IR)
Cherat Cement was founded more than 35 years The Management has laid the business foundation
ago. Since then the Company has adapted its built on the principles of ethics and corporate
structure in response to global changes and professionalism. The same is being developed by
development. It is part of our strategies, devising and disseminating procedural steps and
development and execution of our projects to policies thereby highlighting need of good
generate value creation for the organization and its governance and resource allocation in achieving the
stakeholders. In the extreme complex social and desired objectives. Its reporting is being monitored
environmental circumstances, integration of and it is ensured that the relevant information is
financial, social and environmental information, is shared in the most suited way for the stakeholders of
one of the most effective ways for an organization to the Company. Connectivity of the information is
report its performance and activities and to another aspect which needs to be addressed
demonstrate, to the market and society, the properly. Thus, the stakeholders are made aware of
importance of linking sustainability issues to the Company’s philosophy and attitude towards
business strategies. achieving the enhanced stakeholders’ value and
customer satisfaction. The stakeholders’ value is
The Company is working with a strategy for maximized through returns on investment, which
generating value creation for the organization and management believes can be achieved through
its stakeholders. Achieving sustainable corporate revenue maximization and cost control measures.
value by focusing economic, societal, technological
and environmental factors and their impacts is Adoption of International Integrated Reporting
Company’s core strengths. For users of this Framework depends on the individual
information, it is imperative to ensure, that the circumstances of an entity and is still considered to
material is presented in such a way that it enables be a practice in its early stages. We will continue to
the stakeholders to better understand these improve the information produced to make it even
activities. It also assures that the Company concisely easier to understand, while taking into account the
reports material information depicting how well it is opinion of stakeholders reading this report. Initially,
performing in non-financial dimensions that affect the Company has included following content
the quality of the Company’s formulated strategy elements for the users of this report:
and its execution. The Company has adopted the
Integrated Reporting Framework to give an overview
• Organizational overview and external
of Company’s philosophy to explain connection
environment
between its financial and non-financial information,
which would enhance the user’s understanding as to • Strategy and resource allocation
how the Company is working to improve its • Risks and opportunities
performance keeping in view the stakeholder’s
interests. The business strategy information is linked • Governance
directly to business activities and non-financial • Stakeholder’s relationship and engagement
information, and provides explanations accordingly.
• Performance and position
The framework requires a strong commitment by the • Outlook
Company management which is ultimately
responsible for the message the Company is • Sustainability and corporate social responsibility
delivering to all of its stakeholders. The Board of • Excellence in corporate reporting
Directors has a crucial role to play, since directors
are elected by shareholders, and integrated
reporting is a mechanism of ensuring long-term
value creation and increasing transparency for these
shareholders. Therefore, the adoption of integrated
Annual Report 2018
09
Organizational
Overview and
External
Enviornment
Cherat Cement Company Limited
10
Vision
Growth through the best value creation for
the benefit of all stakeholders.
Mission
Invest in projects that will optimize the
risk-return profile of the Company.
Achieve excellence in business.
Maintain competitiveness by leveraging
technology.
Continuously develop our human
resource.
To be regarded by investors as amongst
the best blue-chip stocks in the country.
11
Cherat Cement Company Limited
12
Core
Values
• Always deliver the best quality product to our
customers.
• Maintain the highest level of integrity, honesty
and ethics.
• Use technology to continuously improve our
processes.
• Develop the capability of our workforce on an
ongoing basis.
• Safeguard the interests of all our stakeholders.
13
Cherat Cement Company Limited
14
Culture
Organizational culture in Cherat Cement Company Limited is
a manifestation of shared values and beliefs, which we practice
every day to move towards a better and more successful
organization. These shared values have a strong influence on
the respective teams and help them in a win win outcome for
both the employees and the organization. Our values provide
the foundation of our culture and bind us into a world class
team yearning to outperform the competition.
15
Cherat Cement Company Limited
16
Ethics
Our Code of Conduct reflects our commitment to meet the
expectations of our stakeholders and contains the fundamental
principles and rules concerning ethical business conduct.
Cherat Cement Company Limited (CCCL) is committed to
conducting its business with honesty and integrity, and we
expect all our employees to maintain high standards in
accordance with this Code.
17
Cherat Cement Company Limited
18
Code of Conduct
The Code of Conduct of the Company is based on the third party or use such information for his or her personal benefit
principles of honesty, integrity and professionalism at every while employed with the Company or thereafter, unless prior
stage. written approval is obtained from a duly authorized person, or
the disclosure of confidential information is required by law, any
Scope governmental agency, court or other quasi-judicial or regulatory
The code of conduct policy is applicable to all regular and body.
direct contract staff in the company and its locations. Protection and Information Security
Compliance Committee and Reporting of Violations Cherat Cement has a policy that sets out rules on data protection
Cherat Cement has established a Compliance Committee to and the legal conditions that must be satisfied in relation to the
provide advice concerning compliance with the code of obtaining, handling, processing, storage, transportation and
conduct. All employees are encouraged to report any destruction of personal information. We comply with all
suspected violation of this Code of Conduct to their Line applicable laws & regulations regarding the collection,
Managers (Functional Heads) or Compliance Committee or processing and use of personal data. Any illegal collection,
their respective Executive Director. processing or use of personal data of our employees, suppliers,
customers and third parties is strictly prohibited. All personal
Compliance with the Law data must be safeguarded with appropriate care and protected
The observance of the laws and regulations of the legal against unauthorized access by third parties at all time.
systems in which we operate is mandatory for all employees Handling and Safeguarding of Cherat Cement’s Property
in their dealings with customers, suppliers, competitors,
other employees, government bodies and officials. Employees must handle Cherat Cement’s property (including
both tangible & intangible) with due care and in a
Competition and Anti-trust Law responsible manner. Cherat Cement does not tolerate any
Cherat Cement obligates its employees for strict compliance unauthorized use or misappropriation of its property or
with Competition and Anti-trust Laws wherever it operates. services.
Cherat Cement is committed to conducting its business in an Cherat Cement is committed to promoting equality of
open, honest and ethical manner in all the jurisdictions in opportunity for all staff and job applicants. We aim to create
which it operates and will not engage in any form of bribery a working environment in which all individuals are able to
or corruption in order to secure any kind of business make best use of their skills and abilities, free from
advantage. discrimination or harassment, and in which all decisions or
promotions are objectively based on merit. We do not
Money Laundering tolerate any form of discrimination, harassment or bullying
in the workplace.
It is Cherat Cement’s policy to refrain from conducting
business with persons or entities who are involved in Health, Safety and Environmental Protection
criminal or illegal activities. All employees have to adhere to
applicable anti-money laundering laws and regulations. We focus on all aspects of occupational health, safety and
environmental protection. We identify and manage health,
Product Quality safety and environmental risks in our activities and over the
entire value chain of our products and services.
We discover, develop and manufacture high-quality
products that meet all regulatory requirements, and pursue We make efficient use of natural resources and minimize the
quality beyond compliance in both our products and environmental impact of our activities and products over
processes. We focus on regularly updating ourselves with their life cycle.
technological advancements to produce under the highest
standards and maintain all relevant technical and Conflict of Interest
professional standards. Employees may not engage in any activities, on or off the
Books, Records and Financial Reporting job, that conflict with the Company’s business interest, nor
they may use their position with the Company for their
The accuracy and completeness of our books, records and personal gains, or for the improper benefit to others.
financial reporting is of critical importance for Cherat
Cement. We fulfill all applicable legal obligations with As a policy, conflicts of interest or the mere appearance of
regard to public filings and reporting. such a conflict must be avoided.
Annual Report 2018
Confidentiality
It is our policy that no employee entrusted with confidential
information about the Company, its suppliers, customers or
other business partners may disclose such information to any
19
Cherat Cement Company Limited
20
Nature of
Business
Cherat Cement Company Limited is a Ghulam Faruque Group (GFG)
Company. Its main business activity is manufacturing, marketing and sale
of Ordinary Portland Cement with the brand name of ‘Cherat’. The
Company is amongst the pioneers of cement industry in Pakistan and is
the number 1 cement in its region. Quality is our business; therefore,
there are no compromises on Quality Management. The plant is located
at Village Lakrai, District Nowshera, Khyber Pakhtunkhwa (KPK) Province.
21
Group Structure
Introduction
Since its inception, the Ghulam Faruque Group has continuously strengthened and diversified its lines
of operation and all group companies are working under common directorship / management. Faruque
(Private) Limited is the Parent Company. All companies transact among themselves on an arm length
basis. Details and brief profile of other leading group companies / ventures are as follows:
Faruque
(Private) Limited
Parent Company
Established in 1964 as a
Faruque
Parent Company of the (Private) Limited
group, it primarily serves Parent Company
as an investment arm of
the Group.
22
Zensoft (Pvt.) Ltd
Information Systems Services
provider specializing in business
software solutions
Unicol Ltd
Joint Venture Distillery
producing Ethanol and Liquid
Carbon Dioxide (CO2)
23
Cherat Cement Company Limited
02 Cherat Cement
24
Company Limited
Company Information
Board of Directors Islamic Bankers
Mr. Omar Faruque Chairman Bank Alfalah Ltd
Mr. Azam Faruque Chief Executive Dubai Islamic Bank Pakistan Ltd
Mr. Akbarali Pesnani Director Meezan Bank Ltd
Mr. Shehryar Faruque Director
Share Registrar
Mr. Arif Faruque Director
Central Depository Company
Mr. Saquib H. Shirazi Director
of Pakistan Limited (CDC)
Mr. Shamshad Nabi (NIT) Director
CDC House, 99-B, Block 'B'
Mr. Asif Qadir Director
S.M.C.H.S., Main Shahrah-e-Faisal
Karachi-74400
Audit Committee
Tel: 0800-23275
Mr. Asif Qadir Chairman
Mr. Akbarali Pesnani Member
Contact Information
Mr. Arif Faruque Member
UAN: 111-000-009
Email: info@[Link]
Human Resource &
Web: [Link]
Remuneration Committee
Mr. Shamshad Nabi Chairman
Mr. Saquib H. Shirazi Member
Mr. Azam Faruque Member
Mr. Shehryar Faruque Member
Registered Office / Factory
Executive Director &
Village Lakrai, P.O. Box 28,
Chief Financial Officer
Nowshera
Mr. Yasir Masood
Tel: +9291 5270531-4
Fax: +9291 5270536
Executive Director &
Company Secretary
Head Office
Mr. Abid Vazir
Modern Motors House,
Beaumont Road
Head of Internal Audit
Karachi-75530
Mr. Aamir Saleem
Tel: +9221 35683566-7, 35689538
Fax: +9221 35683425
Auditors
EY Ford Rhodes
Sales Offices
Chartered Accountants
Peshawar:
1st Floor, Betani Arcade,
Legal Advisor
University Road
K.M.S. Law Associates
Tel: +9291 5842285, 5842272
Bankers Fax: +9291 5840447
Allied Bank Ltd
Bank Al Habib Ltd Lahore:
Faysal Bank Ltd 3, Sunder Das Road
Habib Bank Ltd Tel: +9242 36286249-50, 36308259
MCB Bank Ltd Fax: +9242 36286204
National Bank of Pakistan
Annual Report 2018
Annual 02
25
Report 2018
Milestones
Doubling
capacity expansion to
2,300 t/day
Cherat Electric Merger
Installed Roller Press in Cherat Cement
at Raw Mill & Company Ltd
Cement
Cherat Cement Grinding areas Cooler E.P.
started IKN System at Multicyclones
production Caterpillar Cooler converted to Capacity
with 1,100 commissioned capacity Electrostatic Expansion
t/day 04 CAT power increased to Precipitators to 3,300 t/day
capacity generators (6 MW) 2,500 t/day
26
Commercial
production of Line-II
with the capacity of
4,200 clinker t/day
03 Roto Packers started
Haver &
Waste Heat L/C opened for Line III
Boecker
Recovery for having clinker
commissioned
Power Refuse Derived Fuel production capacity of
with packing
Generation Processing Plant more than 6,700 t/day
capacity of 270
commissioned installed
t/hour
Installed SAP Tyre Derived Fuel Work started on L/C opened for 3
(ERP) Processing Plant Line II having dual fuel Wartsila
installed clinker generators having
production production
capacity of 4,200 capacity of 9.7
t/day MW each
Annual Report 2018
27
Awards and Recognition
non-financial information accurately, timely and of Pakistan, Mian Muhammad Nawaz Sharif.
transparently.
28
Organizational Structure
Shareholders
Board of Directors
Board Committees
Chief Executive
Executive Director
Executive Director Sales & Marketing**
Finance
Executive Director
General Manager Corporate Affairs
Works & Projects*
General Manager
Information Technology
General Manager Audit
Senior Manager
General Manager Administration
Procurement
General Manager
Annual Report 2018
Human Resource
Administrative Reporting
Functional Reporting
29
* Factory Site
Organizational Structure
Head Office (through respective HODs)
**Sales Offices
Organizational Structure
Cherat Cement Company Limited
30
Chief Executive Officer
General Manager
31
Geographical Presence
Cherat Cement Company Limited
Offices
Karachi (Head Office)
Peshawar (Sales Office)
Lahore (Sales Office)
Islamabad (Sales Office)
Factory
Nowshera
32
Main Distribution
Local
• Peshawar • Mardan
• Nowshera • Charsadda
• Swabi • Swat
• Dir • Bunair
• Malakand • FATA
• Attock • Islamabad
• Rawalpindi • Chakwal
• Jhelum • Lahore
• Sheikhupura • Kasur
• Gujrat • Sialkot
• Gujranwala • Okara Afghanistan
• Sargodha • Narowal
• Faisalabad • Kohat Main Distribution
• Kabul • Jalalabad
• Karak • Bannu
• Khost • Mazar-i-Sharif
• Tank • Parachanar
• Kunduz • Kandhar
• Sahiwal • Karachi
• Multan • Bahawalpur
• Rahim Yar Khan • Khairpur
• Dera Ghazi Khan • Larkana
• Sukkur • Mirpurkhas
Annual Report 2018
• Hyderabad • Chitral
• Shangla • Chilas
• Hunza • Muzaffarabad
• Rawalakot • Bagh India
• Mirpur • Kotli Main Distribution
• Bhimber • Indian Punjab Region
33
Position within
the Value Chain
Limestone, Latrite
Gypsum Slate
Stone
Furnace Oil
Coal
tream
Up S
End Users
Retailer
Cherat Cement Company Limited
Dealer / Wholesaler
34
Supplier /
Contractor
Cherat Cement
Stream
Down
Transportation
Annual Report 2018
35
Factors Affecting the External Environment
and the Organization’s Response
P E S
FACTORS
36
T
Technological
LLegal
E
Environmental
environment, natural
tree plantation on
large scale has been
done.
38
Composition of Imported Material vs
Local Raw Material Mix
For the year ended June 30, 2018
%
30
70%
39
Strategy
and Resource
Allocation
Cherat Cement Company Limited
40
Strategic
Objectives
We strive to improve the efficiency of our operations through
continuous innovation in the short term. We intend to grow
through expansion of our core business in medium term and
through opportunities for diversification in long term. It is our
endeavour to create value for our shareholders by maximizing
the risk adjusted return on our investments. We intend to
achieve customer satisfaction by way of providing our clients a
cost effective, quality product.
41
Management Strategies and
Resource Allocation Plans
The core objective of our management is to achieve Approved policies are in place. All the HR functions are
excellence in business where our venture may be regarded integrated where the employees’ performances are
as amongst the best blue-chip stocks in the country. evaluated based on SMART goals. Moreover, Training Need
Assessment (TNA) is effectively in place where in-house and
To achieve our objectives, the management strategically external trainings are arranged at all management levels.
strives to enhance stakeholders' value and customer Further, eligible employees receive Service Awards based on
satisfaction. The stakeholders’ value is maximized through their performance and length of service. The Management’s
returns on investments, which management believes can be objective is to recognize and reward employee’s
achieved through revenue maximization and cost control contribution to the business. Moreover, the Company has
measures. effective succession planning system in place. These
processes help the availability of high quality workforce
On the revenue side, we are confident that our investment which plays a vital role in achieving day-to-day targets and
on production line III will reap positive results and help in tactical and strategic objectives of the Company.
maximizing returns for all stakeholders in the same manner
as previous expansions. We take pride in being Pakistan’s first cement company
having the world’s largest ERP ‘SAP’ in place. The Company
The tone of our business is set by the marketing targets and carried out one of the fastest implementation of SAP in
budgets, which are aggressively designed by the Pakistan. The use of SAP helps management implement
management to achieve highest possible returns. The better internal controls and employ best business practices.
management is working for growth of the Company. Line II
started operations during the financial year 2017 as per plan Effectiveness of internal controls is ensured through active
while work on line III is in progress and expected to be Internal Audit Department, which independently
commissioned much earlier than our targeted timeline. recommends its suggestions to the Board’s Audit Committee.
On all constructive suggestions, the Management takes
Cost is effectively controlled by following energy corrective actions immediately.
conservation measures through use of Waste Heat Recovery
plant, alternate fuels, like Refuse Derived Fuel, Tyre Derived Cherat Cement has benefit of lease of limestone mountain
Fuel and LED lights. Moreover, the Company is installing 3 chains near plant location which has enough reserves for an
dual-fuel Wartsila Generators of 9.7 MW each which can extensive number of years.
run on gas, diesel and furnace oil. Furthermore, the
Company has obtained approval for gas connections from Another prime objective of the management is customer
Sui Northern Gas Pipelines Limited which will drastically satisfaction for which management takes every step to
reduce power generation cost. In addition, the Company ensure high quality customer care and product quality. For
uses combination of both imported and local coal in order to this purpose the Company has obtained certification of Total
keep the fuel costs low. Quality Management (TQM) system ISO 9001: 2015 and
Environment Management System ISO 14001: 2015.
In spite of volatility in cost of major inputs, the company
managed to effectively deal with it through strict controls Being a responsible corporate citizen, the Company is
and effective management. During the year, there was committed to continuous improvements in safety, health and
volatility in international coal and fuel prices which are key environment protection measures. Cherat Cement has
components of our cost. The Company successfully earned great respect and appreciation through continuous
managed to control its cost by efficient mix of imported and and generous donations to social and charitable causes
local coal. Further, power cost was also controlled by using including towards health, education and social sectors.
right mix of WHR, National Grid and self generation.
The result of these steps can be seen in our increased
Cherat Cement maintains cordial relationship with all the revenue, controlled costs and satisfied customer base with
reputable banks and financial institutions of the Country. no major complaints.
Cherat Cement Company Limited
42
Key Performance Indicators
Profit after Tax Earnings Per Share Fixed Cost Per Ton
63.26 (Rs.)
30,520 (Rs. in Million)
20,471 (Rs. in Million)
Increased by 6.81% Increased by 62.28 Increased by 56.93 %
Cash Generated Financial
from Operating Market Share Leverage
2,660
Activities
(Rs. in
Million)
5.32 %
1.44 (Times)
interpretations and accordingly their extent to which they may correctly and clearly communicate the
Company’s performance.
43
Liquidity and Financial Capital Structure
The Company manages its capital structure and makes adjustment to it, in light with changes in economic
conditions. In order to maintain or adjust the capital structure, the Company may adjust the amount of dividend
paid to shareholders, return capital to shareholders or issue new shares. Long-terms debts are only utilized to
finance the capital expenditures. For working capital requirements short-term financings are availed to adequately
maintain the debt and equity ratio throughout the year. Enhanced sales have considerably supported the liquidity
position of the Company. Healthy cash flows and prudent liquidity management aids the Company to achieve a
current ratio of 1.72 which reflects its strong liquidity position.
Liquidity Strategy
The Company has prudent strategies in place to manage its liquidity. In conformity to this strategy, the Company
finances all of its capital expenditures through long-term financing facilities. During the year, the Company made
a drawdown of Rs. 10 billion from its total facility of Rs. 13 billion to finance cement line III. In addition, the
Company made a drawdown of Rs. 1.1 billion to finance fuel and cost efficient Dual-Fuel Generators from
Wartsila. Moreover, the company vigilantly monitors its liquidity and whenever excess liquidity is available, the
company uses this liquidity to settle its long-term loans to keep its capital structure at optimum level. In line with
this strategy, the company made early repayments of two long-term loans of Rs. 900 Million, completely settling
the Waste Heat Recovery Loan – Line II and Fixed Asset Refinance Loan – Line II. Besides the strong liquidity
position, the Company also has arrangements with commercial banks in form short-term financing facilities of Rs.
3.8 billion to meet its working capital requirements. Management has a practice of continuous monitoring of cash
flows on daily basis and has planned to gradually enhance its short-term financing facilities to cater its future
working capital requirements.
Financing Arrangements
Due to strong financing standing of the Company, it enjoys good business relationship with all reputable banks
and financial institutions of the Country. Ample unutilized short-term financing facilities are available at the
Company’s disposal. During the year, the Company has negotiated long-term financing of Rs. 1.1 billion to finance
dual-fuel generators and Rs. 1.2 billion to finance its Waste Heat Recovery Plant for Cement Line III at very
lucrative rates.
Work on related Waste Heat Recovery (WHR) project for Line - III is also progressing as per schedule and is
expected to be commissioned coherently with Line-III. This will result in substantial energy costs saving along
with reduction of environmental impact.
Installation work for three Wartsila Dual-Fuel Generators of 9.7 MW each is also in finalization stage and is
expected to be completed by September 2018. These generators can run on gas, diesel and furnace oil. Moreover,
gas pipeline is being laid and gas will be available soon. This will significantly reduce the power cost of the
Company.
44
Risks and
Opportunities
45
Risks and Opportunities
The Board of Cherat Cement Company Limited (CCCL) principally assumes the responsibility to mitigate all
possible risks and to identify and utilize potential events that may affect the Company. This principle keeps the
Company within its risk appetite and helps to achieve its corporate objectives.
RISKS
CCCL is susceptible to various risks, however, through comprehensive planning and an acute business
understanding of the management, the Company continues to identify and mitigate actual, potential and
perceived risks. The Company maintains an established control framework comprising clear structures,
authority limits and accountabilities, well implemented policies and procedures and budgeting for review
processes.
The Board of Directors of the Company establishes corporate strategy and business objectives. Moreover, the
Board’s Audit Committee is responsible for Internal Control in the Company. The Internal and External
Auditors’ reports are submitted to the Audit Committee for its review, which after detailed deliberations and
suggestions for improvements are submitted to the Board of Directors.
Following are the major risks which may affect our business operations and mitigating strategies for controlling
these risks.
Risk level Risk Area of impact Key source of Risk Mitigating strategy
High Rising Cost Financial Fuel and Power cost The Company analyses Coal
of Fuel & capital component is a substantial prices of various suppliers
Power part of the overall cost of on a regular basis to
production of the Company. compare and control its
Suppliers increase the cost purchasing cost. Moreover,
of products supplied in it has strategic relationships
view of international with key suppliers which
economic conditions benefit the company in
including rising costs of price negotiation and
international fuel prices. prompt material delivery.
raw materials.
Moderate Credit Risk Financial The Company extends The Company regularly
capital credit to its customers. analyses the credit position
There lies a risk factor that and credit worthiness of its
the customers may fail to Customers and extends credits
discharge their obligations based on minimum risk of
and cause a financial loss financial loss.
to the Company.
46
Risk level Risk Area of impact Key source of Risk Mitigating strategy
Low Employee Human capital Key employees and workers The Company values its
turnover leave the company causing employees as essential
lack of competent capital, therefore, it
workforce. provides congenial
environment and growth
opportunities. Further
Company has robust
succession plan in place.
47
Risks and Opportunities
OPPORTUNITIES
Efficient and Human capital Provide congenial work Provide effective environment
congenial work environment where employee without excessive work
environment feels motivated for work. pressure. Continuous training
and development of
employees. Benefit aligned
with efficient and effective
work and team management.
Note: In connection with risk and opportunities pertaining to Cherat Cement Company Limited, Board’s efforts for
determining level of risk, Board’s statement regarding robust assessment of risks , information about default in
payment of any debt and inadequacy in capital structure have been covered in the Directors’ Report.
Cherat Cement Company Limited
48
Annual Report 2018
49
Governance
Notice of Annual General Meeting
Notice is hereby given that the 37th Annual General for the financial year ended June 30, 2018 as
Meeting of the Company will be held on Tuesday, recommended by the Board of Directors.
October 16, 2018 at 12:00 noon at the Registered
Office of the Company at Factory premises, Village 3. To elect eight (8) Directors of the Company as
Lakrai, Nowshera, Khyber Pakhtunkhwa to transact fixed by the Board of Directors u/s 159(1) of the
the following businesses: Companies Act, 2017. The names of retiring
Directors are (1) Mr. Omar Faruque (2) Mr. Azam
ORDINARY BUSINESS Faruque (3) Mr. Akbarali Pesnani (4) Mr. Shehryar
Faruque (5) Mr. Arif Faruque (6) Mr. Saquib H.
1. To receive and consider the Audited Accounts of
Shirazi (7) Mr. Shamshad Nabi (8) Mr. Asif Qadir.
the Company for the year ended June 30, 2018
with the Directors’ and the Auditors’ Reports
4. To appoint Auditors for the year 2018/19 and to
thereon.
fix their remuneration.
2. To consider and approve the payment of final
5. To transact any other business with the
cash dividend @ 40% (Rs. 4.00 per share) in
permission of the chair.
addition to interim cash dividend @10% (Re.
1.00 per share) already paid to the shareholders
By Order of
the Board of Directors
Abid Vazir
Executive Director &
Karachi: August 29, 2018 Company Secretary
50
Company of Pakistan Limited (CDC), CDC House, have option to receive Annual Audited Financial
99-B, Block ‘B’, S.M.C.H.S., Main Statements and Notice of General Meeting
Shahrah-e-Faisal, Karachi-74400 in case of through email. Shareholders of the Company are
physical shares. In case shares are held in CDC, requested to give their consent to the Company’s
then E-Dividend Mandate Form must be submitted Head Office to update our record if they wish to
directly to shareholder's broker/participant/CDC receive Annual Audited Financial Statements and
account services. In-case of non-submission of Notice of General Meeting through email.
IBAN, the Company will withhold the payment of However, if shareholder, in addition, request for
dividends under the Companies (Distribution of hard copy of Audited Financial Statements the
Dividends) Regulations, 2017. Further, informed same shall be provided free of cost within seven
that the next Cash Dividend will be provided [7] days of receipt of such request.
through the Centralized Cash Dividend Register
12. Members can also avail video conference facility,
(CCDR), therefore shareholders should register
in this regard, please fill the following and submit
themselves to CDC’s eServices Portal at
to Head Office of the Company 10 days before
[Link]
holding of the Annual General Meeting. If the
7. All Shareholders are advised to check their status Company receives consent from members holding
on Active Taxpayers List (ATL) available on FBR in aggregate 10% or more shareholding residing at
Website and if required take necessary actions for a geographical location, to participate in the
inclusion of their name in ATL to avail the lower meeting through video conference at least 10 days
rate of tax deduction. prior to date of the meeting, the Company will
arrange video conference facility in the city
8. In case of joint account, please intimate
subject to availability of such facility in that city.
proportion of shareholding as each account
holder is to be treated individually as either filer or "I/We, ____________ of ___________, being a
non-filer and tax will be deducted on the basis of member of Cherat Cement Company Limited,
shareholding provided by the shareholder, holder of__________ ordinary shares(s) as per
otherwise equally. Registered Folio No.________ hereby opt for
video conference facility at _____________".
9. Withholding Tax exemption from the dividend
income shall only be allowed if copy of valid tax 13. Any person who intends to contest the election for
exemption certificate is made available to Central the office of the Directors or otherwise, shall file
Depository Company of Pakistan Limited - Share with the Company at its Head Office not later than
Registrar Department by first day of Book Closure. fourteen (14) days before the date of the Annual
General Meeting, a notice of his/her intention to
10. In compliance of Section 244 of the Companies
offer himself/herself for election as Director in
Act 2017, once the Company has completed
terms of Section 159(3) of the Companies Act,
stipulated formalities, any unclaimed dividend
2017 along with (a) consent to act as director in
and /or shares that have remained outstanding for
Form 28, duly completed and signed by the
a period of three years from the date of becoming
candidate; (b) a detailed profile along with office
due and payable or more shall be credited to the
address for placement on the Company's website
Federal Government (in case of dividend) or
seven days prior to the date of the AGM, in terms
delivered to the SECP (in case of physical shares).
of SRO 634(1) of 10 July 2014; and (c)
Shareholders who could not collect their
declarations in respect of being compliant with
dividend/physical shares are advised to contact
the requirements of the Listed Companies (Code
our Share Registrar (CDC) to collect/inquire about
of Corporate Governance) Regulations, 2017 and
their unclaimed dividend or shares, if any.
the eligibility criteria as set out in the Companies
11. With reference to S.R.O. 787(I)/2014 dated Act, 2017.
September 8, 2014 issued by SECP; shareholders
Statement Under Section 166 (3) of Companies Act 2017 in respect of Election of Directors
Independent Directors will be elected through the process of election of directors in terms of Section 159 of the
Act and they shall meet the criteria laid down under Section 166(2) of the Act.
Annual Report 2018
51
Directors’ Profile
Mr. Omar Faruque, Chairman Mr. Akbarali Pesnani, Director
Mr. Omar Faruque studied from the City Mr. Akbarali Pesnani is an MBA and fellow
of London, Polytechnic London, and got a member of both the Institute of Chartered
Honours degree in B.A. Finance. Currently, Accountants and Institute of Cost and
he is the Chief Executive of Zensoft (Pvt.) Management Accountants of Pakistan. He
Ltd. He is also a director of Greaves CNG has served as Chairman Gwadar Port and
(Pvt.) Ltd. He is a 'Certified Director' from the Gwadar Port Implementation Authority
Pakistan Institute of Corporate Governance. from 2004 to 2006. Mr. Pesnani has been
associated with the Aga Khan Development
Mr. Azam Faruque, Chief Executive Network at senior levels for over 43 years.
Presently he is the Chairman of Cherat
Mr. Azam Faruque is the Chief Executive of
Packaging Ltd, Aga Khan Cultural Service
Cherat Cement Co. Ltd. He is an Electrical
Pakistan and a Director on the Board of
Engineering and Computer Science graduate
Jubilee General Insurance Co. Ltd. His
from Princeton University, USA. He
association with the Ghulam Faruque
completed his MBA with high honors from
Group dates back almost 37 years.
the University of Chicago, Booth School of
Business. Apart from the time he has spent
Mr. Shehryar Faruque, Director
in the cement industry, he has also served
as a member on the Boards of State Bank of Mr. Shehryar Faruque is a graduate from
Pakistan, National Bank of Pakistan, and Oil Davis & Elkins College, Elkins, WV, USA.
and Gas Development Corporation Ltd. He He serves on the Boards of Directors of
was a Member of the Board of Governors Cherat Packaging Ltd, Mirpurkhas Sugar
of GIK Institute, Member of the National Mills Ltd, Faruque (Pvt.) Ltd, Zensoft (Pvt.)
Commission of Science and Technology and Ltd and Mirpurkhas Energy Ltd. Mr. Shehryar
also a Member of the National Committee Faruque is also serving as Director of NBP
of the Aga Khan Foundation. Mr. Azam Fullerton Asset Management Ltd, (NAFA) and
Faruque has served on the Board of the Summit Bank Ltd.
Privatization Commission of the Government
of Pakistan, Cherat Packaging Ltd, Atlas Mr. Arif Faruque, Director
Asset Management Ltd and was Chairman
Mr. Arif Faruque is a Swiss - qualified
KPK Oil & Gas Development Company Ltd.
Attorney-at-Law and also holds Masters
At present, he is a member of the Board
degrees in both Law and Business
of Directors of Faruque (Pvt.) Ltd, Greaves
Administration from the USA. He is the Chief
Pakistan (Pvt.) Ltd, Madian Hydro Power
Executive of Faruque (Pvt.) Ltd as well as
Ltd, International Industries Ltd, Indus Motor
Madian Hydro Power Ltd. He is on the Board
Cement Company Limited
46
52
Mr. Saquib H. Shirazi, Director experience with the mutual fund industry in
Pakistan having served NIT from 1966 to
Mr. Saquib H. Shirazi has been the Chief
1980 with the last four years as the NITs
Executive Officer of Atlas Honda Limited
Deputy Managing Director. He worked for
for the last seventeen years. He graduated
22 years for the Islamic Development Bank
from the Wharton School of Finance, before
in Jeddah until January, 2002. He was the
completing his Masters from the Harvard
first Chief Executive Officer of the Mutual
Business School.
Funds Association of Pakistan - the Trade
Body for the mutual fund industry in Pakistan
He has previously worked with the Bank of
until July, 2012. While in the service of NIT
Tokyo and is also the former CEO of Atlas
he served on the Boards of Directors of a
BOT Investment Bank Ltd. At present, he
large number of listed companies in Pakistan
is serving as a member on the Boards of
and was on the Board of Directors of the
Pakistan Cables Ltd, Atlas Hitec (Private) Ltd,
Karachi Stock Exchange for four years until
Atlas Power Ltd, Shirazi Trading Company
January, 1980. He was also on the Board of
(Pvt.) Ltd, Shirazi Investments (Pvt.) Ltd,
Directors of companies in member countries
Atlas Engineering (Pvt.) Ltd, Atlas Autos
of IDB.
(Pvt.) Ltd, Atlas Die Casting (Pvt.) Ltd.
and Cherat Cement Company Limited in
Mr. Asif Qadir, Director
Pakistan. Previously, he has served on the
Boards of Pakistan Petroleum Ltd, National Mr. Asif Qadir holds a degree in Chemical
Refinery Ltd, Sui Southern Gas Company Ltd, Engineering from Columbia University, New
Cherat Papersack Ltd and the Privatization York. He joined Exxon Chemical Pakistan
Commission of Pakistan. He has also served Ltd. in 1978 as a Process Engineer and held
on Harvard Business School’s Global Alumni various assignments in manufacturing and
Board and was its President for the years marketing of fertilizers.
2006-2008. He is currently a member of
Harvard Business School’s Advisory Board. Mr. Qadir has served as President and
Chief Executive Officer of Engro Polymer
& Chemicals Ltd. He has also served on
Mr. Shamshad Nabi, Director (NIT)
the Board of Engro Corporation Ltd, Engro
Mr. Shamshad Nabi is a Chartered Fertilizer Ltd, Engro Polymer & Chemical
Accountant - a Fellow of the Institute of Ltd, Engro Powergen Ltd, Sindh Engro
Chartered Accountants in England & Wales. Coal Mining Company Ltd, Karachi Stock
He has also completed his MBA from the Exchange, Pakistan Poverty Alleviation Fund
University of Wales. He has 53 years and Inbox Business Technologies (Pvt.)Ltd.
professional experience in the UK, Pakistan
and Saudi Arabia mostly in asset He is currently serving as Director in Unicol
management and development banking. He Ltd and is also on the Boards of Tripack
had also worked for 4 years for The Citizens Films Ltd, Thal Ltd, Descon Oxychem Ltd.
Foundation (TCF) as a whole time volunteer and Liaquat National Hospital and Medical
Annual Report 2018
Annual Report 2016
47
53
Cherat Cement Company Limited
54
Chairman’s Review
The year 2017/18 has been one of the most challenging both for domestic and
international markets. The last few months of the year witnessed a major devaluation of the
Pakistani Rupee and consequently an increase in input costs and overall cost of
production. Despite significant increase in costs, your company sustained its profitability
due to higher sales volume and posted an after tax profit of Rs. 2,132 million.
During the year 2017/18, the cement industry witnessed a growth of 13.8%. A 15.4%
increase in domestic sales and a 1.8% increase in exports contributed to the sales of the
industry as a whole and of Cherat Cement particularly. In its first full year after the
commissioning of Cement Line II, the local dispatches of the company increased by 65%,
whereas its aggregate dispatches increased by 63% over last year, which cumulatively set
off the increase in cost of sales.
As informed earlier, the company is in the process of setting up its third production line.
Erection works on the plant are progressing at a good pace and we are confident that Line
III will be fully operational ahead of its schedule. With this expansion, the production
capacity of the company will increase to approximately 4.5 million tons. We are confident
of completing the expansion within the estimated project costs. The expansion will allow
the company to meet additional demand for cement in the country and explore new
markets for its product. Furthermore, it will further improve the efficiency of the company
and will allow it to further enhance its market share.
Cherat remains a brand of choice for its loyal customers and is considered one of the most
efficient plants in Pakistan. It is our commitment to all our stakeholders to remain on path
to success through hard work and ensure sustainable growth.
Omar Faruque
Karachi: August 29, 2018 Chairman
Annual Report 2018
55
Cherat Cement Company Limited
56
Directors’ Report to the Members
For the Year Ended June 30, 2018
2018 2017
The Board of Directors presents to you the
(in tons)
annual report of the Company along with the Domestic sales
audited financial statements for the year (cement and clinker) 2,208,000 1,340,226
ended June 30, 2018. Export sales 311,128 204,226
OVERVIEW Total sales 2,519,128 1,544,452
In the midst of political uncertainty, Pakistan’s economy
maintained its upward trajectory for the year 2017/18. Production
3,000
The combination of robust economic activity and low
inflation boosted investors’ confidence in the economy 2,500
(Tons in ‘000)
and led to increased consumption. However, towards
2,000
the latter half of the year, major deterioration in external
account balances and fiscal deficit was witnessed. With 1,500
CPEC projects starting to mature and extensive
infrastructural development undertaken both by the 1,000
government and the private sector, the cement industry 500
witnessed an enhanced demand. During the year
2017/18, the cement industry grew by 13.8%, which 0
2017 2018
has been its highest growth for last few years. There was Clinker Cement
a record 15.4% growth in local dispatches and 1.8%
Sales
increase in exports from last year. The increase in 90
exports is mostly attributable to Afghanistan. The private 80
sector has also played a significant role in local cement 70
consumption as the trend towards constructing housing,
(Percentage)
60
commercial and residential complexes has been rising
50
gradually and is having a positive impact on the cement
40
industry.
30
BUSINESS REVIEW 20
The year 2017/18 proved to be an outstanding year for 10
the Company in all aspects of business. Whether 0
2017 2018
internal growth in the form of expansion or external
Domestic Sales 87% Domestic Sales 88%
growth in the form of reaching new markets, the
Company performed in line with its reputation to Export Sales 13% Export Sales 12%
FINANCIAL PERFORMANCE
• Clinker production 2,234,491 1,518,520
During the year 2017/18, the Company benefited from
• Cement production 2,442,567 1,489,489
economies of scale and increased efficiency as the
production capacity from Cement Line II was fully
realized for the entire year. On the back of rise in
57
cement dispatches, there was 49% i.e. Rs. 4.7 billion Company has worked with and contributed to the Aga
increase in the sales turnover of the company from the Khan University and The Citizens Foundation over the
corresponding period last year. However, a years and will continue to do so as it envisions a better
combination of increased variable costs especially rise environment, a better economy and a better Pakistan.
in coal prices as well as higher depreciation and
SAFETY, HEALTH AND ENVIRONMENT
finance costs reduced margins. After taking tax
adjustment on account of Cement Line II, the Your Company has a firm policy on the health and
company posted a historical after tax profit of Rs. safety of its people because it understands that people
2,132 million for the year ended June 30, 2018. are the most important asset it has. Keeping the safety
of the workers as top priority, the production plants
Summarized operating performance of the Company
have been set up and run as completely compliant and
for the current year as compared to last year is as
up to date with the prevailing standards of safety in the
follows:
2018 2017 industry. The installation of WHR plants has also
(Rs. in million) helped improve the environment in the areas
surrounding the factory. The Company has an ISO
Net sales 14,388.35 9,645.40 14001certification. Further detail of corporate social
Cost of sales 11,249.15 6,432.28 responsibility will be in the annual report.
Gross Profit 3,139.20 3,213.12
Expenses & taxes 1,007.08 1,256.56
Net Profit 2,132.12 1,956.56
been maintained.
Your Company has always been very aware of its • Appropriate accounting policies have been
responsibility towards the people, environment and consistently applied in preparation of financial
climate of Pakistan and has strived to ensure the statements and accounting estimates are based on
wellbeing of all. In line with its corporate social reasonable and prudent judgment.
responsibility policies, the Company has endeavored • International Financial Reporting Standards, as
to improve the overall conditions of the people living applicable in Pakistan, have been followed in
around the manufacturing plants and the surrounding preparation of financial statements and any
areas. Infrastructural development and continuous departure therefrom has been adequately
plantation has gone hand in hand to ensure that both disclosed and explained.
the people and the climate of the area benefit. Your
58
• The system of internal controls is sound in design Mr. Akbarali Pesnani 5
and has been effectively implemented and Mr. Shehryar Faruque 5
monitored.
Mr. Arif Faruque 4
• There are no significant doubts upon the
Company’s ability to continue as a going concern. Mr. Saquib H. Shirazi 3
• There has been no material departure from the Mr. Shamshad Nabi 5
best practices of corporate governance, as detailed Mr. Asif Qadir 4
in the listing regulations.
During the year, four meetings of the Audit Committee
• Key operating and financial data for last six (6)
were held. The attendance record of each director is as
years in summarized form is annexed.
follows:
• There is nothing outstanding against your
Name of Directors Meetings Attended
Company on account of taxes, duties, levies and
charges except for those which are being made in Mr. Akbarali Pesnani 4
normal course of business. Mr. Asif Qadir 3
• The Company maintains Provident and Gratuity
Mr. Arif Faruque 4
Fund accounts for its employees. Stated below are
the values of the investments of the fund as on During the year, two meetings of the Human Resource
June 30, 2018. and Remuneration Committee were held. The
attendance record of each director is as follows:
Provident Fund Rs. 853 million
Name of Directors Meetings Attended
Gratuity Fund Rs. 545 million
BOARD OF DIRECTORS Mr. Saquib H. Shirazi 1
Total number of Directors on the board is 8 and its Mr. Shehryar Faruque 2
composition is as follows: Mr. Azam Faruque 2
Name of Directors Meetings Attended Mr. Shamshad Nabi* 1
• Male Directors 8
*Following the implementation of the CCG
• Female Directors - Regulations 2017, the Board of Directors inducted Mr.
a. Independent Directors 2 Shamshad Nabi as Member of the HR&R Committee
and appointed him as its Chairman.
i. Mr. Asif Qadir
ii. Mr. Shamshad Nabi Pattern of shareholding is annexed with the report. No
trading in the shares of the Company was made by the
b. Non-Executive Directors 5 Chief Executive, Directors, Chief Financial Officer and
i. Mr. Omar Faruque Company Secretary and their spouses and minor
ii. Mr. Akbarali Pesnani children during the year except for purchase of shares
by Mr. Omar Faruque.
iii. Mr. Shehryar Faruque
Earnings per share (EPS) during the year were Rs. 12.07
iv. Mr. Arif Faruque
as against Rs. 11.08 last year.
v. Mr. Saquib H. Shirazi
DIRECTORS’ REMUNERATION
c. Executive Director 1
Through the Articles of the Company, the Board of
i. Mr. Azam Faruque
Directors is authorized to fix remuneration of
• During the year, five meetings of the Board of Non-Executive and Independent Directors from time to
Directors were held. The attendance record of time. In this regard, the Board of Directors has
each director is as follows: developed a Remuneration policy for Non-executive
and Independent Directors of the company.
Annual Report 2018
59
for setting up the project at Jhimpir, district Thatta. The • Capital Structure
JV partners have made initial equity investment in the The Company’s current debt to equity ratio is
Company to meet the ongoing financial requirements about 3:2 and this is mainly due to the ongoing
for the project. In this regard, Cherat Cement has made expansion work on Cement line III. The Board of
an equity investment of Rs. 7.69 million following the Directors and the management are confident that
approval of the shareholders. The government has, so as soon as Cement Line III realizes its full
far, not notified the tariff for the project. production capacity by 2019, the capital structure
RISK AND OPPORTUNITIES of the company will improve considerably and a
more balanced debt to equity ratio will be
• Risk Management
maintainable.
As part of its responsibilities, the members of the
Board of Directors have always kept a close watch FUTURE PROSPECTS
on the socio-economic environment and Despite facing many challenges, the cement industry
consequential internal and external risks that has prospered and grown extensively. Domestic
might impact the safe and smooth operations and demand for cement has grown significantly due to
performance of the Company. As caretakers of the greater outlay of PSDP by the government, investment
interest of all the stakeholders, the Directors in CPEC projects and related infrastructural
remained vigilant in identifying and mitigating development. Additionally, private sector has also
risks through the year. The Board of Directors invested in a major way by constructing large malls
identified potential risks, assessed their impact on and apartment complexes. With overall outlook for the
the Company and formulated strategies to mitigate cement industry remaining positive, it is expected that
any and all foreseeable risks to the business. These demand for cement will continue to increase in the
strategies were enforced throughout the hierarchy coming years. The management is firm in its belief that
of the company through the Audit Committee to the addition of a third cement line at existing location
ensure that no gaps remained in risk mitigation. by the Company will not only enhance its domestic
• Risk Assessment market share but will also allow it to achieve greater
Businesses face numerous uncertainties that might efficiencies and better allocation of fixed costs.
pose threats to its objectives and if not addressed Following the successful conduct of the national
may cause preventable losses. The Board of elections, we are confident that macroeconomic
Directors of the company has carried out vigilant indicators will start to improve in the country, which
and thorough assessment of both internal and will benefit the company and the industry as a whole.
external risks that the company might face. Notwithstanding the above, unstable economic
Energy costs makes up around 60% of the overall situation and significant devaluation of Pakistani
cost of production. Any variation in prices of coal Rupee, which has an adverse impact on input costs
and/or electricity tariffs poses a constant risk to the remains a cause of concern and an area of business
company. To mitigate this risk, the Company uses risk for the company.
a mix of both South African and Afghan coal. In
the long term, if prices increase excessively, the APPOINTMENT OF AUDITORS
company has potential alternatives for coal, such The present auditors M/s. EY Ford Rhodes, Chartered
as Refused Derived Fuel and Tyre Derived Fuel. Accountants, retire and being eligible, offer
Moreover, the company has installed Waste Heat themselves for re-appointment.
Recovery plant to reduce its cost of power.
Another economic risk facing the company is the ACKNOWLEDGMENT
decline in exports to its main export market We would like to thank all the financial institutions
Afghanistan due to the political uncertainties and having business relationship with us, our dealers and
availability of low cost Iranian cement. However, customers for their continued support, cooperation
the strategic placement of its factory in Nowshera, and trust they have reposed in us. We would also like
which is close to the Afghanistan border and the to share our deepest appreciation for all our staff for
brand value of Cherat within Afghanistan has their dedication, loyalty and hard work.
Cherat Cement Company Limited
60
Board Meetings Held Outside Pakistan
During the year, 5 meetings of the Board of Directors were held. As recommended by SECP
Guidelines and to keep the costs in control, the management has conducted all meetings in
Pakistan.
The evaluation of the performance of the Board is essentially an assessment of how the Board has
performed on all these parameters.
61
Cherat Cement Company Limited
62
Directors' Orientation and Training
All the Directors of the Company are well experienced and have diverse backgrounds. At the
time of induction of any new director, he or she is given proper orientation about the operations
of the Company and his or her fiduciary responsibilities. The Company had also arranged an
in-house Directors' training program to appraise the directors of their authorities and
responsibilities. Two Directors of the Company namely Mr. Azam Faruque and Mr. Omar Faruque
are also certified under the Board Development Series Program offered by Pakistan Institute of
Corporate Governance (PICG).
Amendments, from time to time, to the Policy, if any, shall be considered by the Board in lights
of changes in applicable laws and/or such external circumstances that directly apply to the scope
of this Policy.
Audit Committee, to prepare financial statements that fairly present the financial position of the
Company in accordance with applicable accounting standards and legal requirements.
63
Governance Practices Exceeding
Legal Requirements
Cherat Cement has always believed in going the extra mile and staying ahead of the game. In line
with this strategy, not only have we complied with all mandatory legal compliances under the
Code of Corporate Governance, the Companies Act 2017 and other applicable rules, regulations
and standards, we have also carried out the following activities in addition to the legal
requirements;
a. Other Information: The management reports various other essential information in this annual
report which is not required by law.
b. Implementations of HSE: the Company has developed and implemented aggressive HSE
strategies at its Plants to ensure proper safety of its people and equipment.
c. Dispersal of information: the Company has always ensured that all material information is
communicated to the PSX, the SECP and the Company’s shareholders as soon as it becomes
available. At all times we have ensured that such information is sent out much before the
deadlines set out in the laws.
Female Director
The requirement for a female director on the board of a listed company has been recently
mandated by the new Company laws. Cherat Cement shall induct a female director on its board
in the next election of directors to be held on October 16, 2018 .
Independent Director
Cherat Cement has ensured that the composition of its Board of Directors is compliant with all
prevailing legal and governance requirements. The new law requires one - third of the Board to
be independent and Cherat Cement will comply with this requirement after the upcoming
elections.
The Company has an Investors’ Grievance Policy in place. Any complaint or observation
received either directly by the Corporate Department or during General Meetings are addressed
by the Company Secretary. The Shareholders are given the information as desired by them as per
the law well in time. All the written complaints are replied in writing. Our share registrar is
Central Depository Company of Pakistan Limited (CDC) which is leading name in the field. The
Company has many old and loyal shareholders, which shows the trust of the shareholders in the
management of the Company.
64
Related Parties
As required under fourth schedule of the Companies Act, 2017, detailed disclosures regarding
related party transactions have been presented in note 36 to the financial statements presented
afterwards in this annual report. Such disclosure is in line with the requirements of the 4th
Schedule to the Companies Act, 2017 and applicable International Financial Reporting
Standards.
The Company, its Board of Directors and the management have always been keen to follow the
standards set down by governing institutions. In lights of the same strict compliance of all
standards set out by ICAP, the Companies Act, the international Accounting Reporting Standards
have been adhered to and otherwise good and responsible reporting has been our general
practice.
65
Cherat Cement Company Limited
66
Social and Environmental
Responsibility Policy
Cherat Cement's Social and Environmental Responsibility Policy envisages an
active commitment and participation on the part of the Company in various
social work initiatives as part of its corporate social responsibility. Being a
conscientious member of the corporate community, the Company contributes
generously to various social and charitable causes including towards health and
education sectors. In this regard, it has worked with many reputable
organizations and NGOs in Pakistan.
The policy is prepared in accordance with SECP’s CSR voluntary guidelines 2013.
The Company also participated in flood relief activities and helped IDP’s
(Internally Displaced Persons). Cherat Cement has always stood by the people of
Pakistan in their hour of need and shall always continue to do so.
67
Cherat Cement Company Limited
68
Conflict of
Interest Policy
69
Cherat Cement Company Limited
70
Insider
Trading Policy
Cherat Cement has taken definitive steps in ensuring that all employees,
officers, members of the Board and all such relevant persons follow strict
guidelines while trading in the shares of the Company. The Insider
Trading Policy codifies the Company’s standards on trading and enabling
the trading of securities of the Company or other publicly-traded
companies while in possession of material non-public information.
iv. In addition, no insider may purchase or sell any security of any other
company, whether or not issued by the Company, while in possession
of material non-public information about that company that was
obtained in the course of his or her involvement with the Company in
the way of conducting official business. No insider who knows of any
such material non-public information may communicate that
information to any other person, including family and friends.
71
Cherat Cement Company Limited
72
Safety of
Records Policy
Cherat Cement is effectively implementing the policy to ensure the safety
of records. All records must be retained for as long as they are required
to meet legal, administrative, operational, and other requirements of the
Company. The main purposes of the Company Policy are:
73
Cherat Cement Company Limited
74
IT Governance Policy
Cherat Cement has a well conceived and implemented IT Governance
Policy which seeks to ensure that IT is aligned with Cherat's
organizational goals and strategies and delivers value to the
organization. The policy is designed to promote effective, efficient,
timely, and informed decision-making concerning Cherat's IT
investments and operations. Specifically the policy aims to establish the
IT governance structure and its associated procedures, roles, and
responsibilities, as a critical component of the overall IT Management
(ITM) Framework, which guides the management, implementation, and
monitoring of IT investments for Cherat.
Cherat Cement’s IT Governance Policy is mainly charged with:
Establishing a shared vision of how information technology can add
value to the organization;
Establishing information technology goals, and the strategies for
achieving those goals;
Establishing principles and guidelines for making information
technology decisions and managing initiatives;
Overseeing the management of institutional information technology
initiatives;
Establishing and communicating organizational information
technology priorities;
Determining information technology priorities in resource
allocation;
Establishing, amending and retiring, as necessary, organizational
information technology and other technology related policies, and
Determining the distribution of responsibility between the IT
Department and end users.
Annual Report 2018
75
Cherat Cement Company Limited
76
Whistle Blower Policy
An important aspect of accountability and transparency is a mechanism to enable all
individuals to voice concerns internally in a responsible and effective manner when
they discover information which they believe shows serious malpractice.
Our whistle blowing policy is therefore fundamental to the organization's professional
integrity. In addition, it reinforces the value the organization places on staff to be
honest and respected members of their individual professions. It provides a method of
properly addressing bona fide concerns that individuals within the organization might
have, while also offering whistle blowers protection from victimization, harassment or
disciplinary proceedings.
It should be emphasized that the policy is intended to assist only those individuals
who believe they have discovered malpractice or impropriety. It is not designed to
question financial or business decisions taken by the organization nor should it be
used to reconsider any matters which have been investigated under the harassment,
grievance or disciplinary policies and procedures.
Fundamental elements of our Whistle Blower Policy are highlighted below:
All staff are protected from victimization, harassment or disciplinary action as a
result of any disclosure, where the disclosure is made in good faith and is not
made maliciously or for personal gain.
All disclosures are required to be made in writing.
Disclosures made anonymously are not entertained.
Disclosures made are investigated fully including interviews with all the
witnesses and other parties involved.
All whistle blowing disclosures made are treated as confidential and the identity
of the whistle blower is protected at all stages in any internal matter or
investigation.
Disciplinary action (up to and including dismissal) may be taken against the
wrongdoer dependant on the results of the investigation.
There are no adverse consequences for anyone who reports a whistle blowing
concern in good faith. However, any individual found responsible for making
allegations maliciously or in bad faith may be subject to disciplinary action.
During the year no whistle blowing incidence was reported under the mentioned
procedure.
Employees are aware of the steps required to be taken in case of any emergency.
77
Human Resource Policies
The Company hires energetic, talented, and motivated pipeline for future leadership and creating backups for
human resources and provides them a congenial and critical roles.
healthy working environment to utilize their
capabilities efficiently. The Company believes that its The salient features of this policy are detailed as
core strength is its people, who strive every day to under:
meet individual challenges and help the Company Talent Assessment is conducted based on
achieve its collective targets. The Company has in
achievements, Competencies and Group Values.
place a Performance Review Process in order to
recognize employees’ contribution and reward them Gap Analysis is done to determine time period and
according to their performances. The Company also tools needed to groom/ develop them as possible
inducts apprentices in its Apprenticeship Program successors.
through which graduates from reputable institutions
are regularly inducted. A management trainee Put through an outbound Leadership Course to
program is also in place to meet the future determine areas of development viz a viz leadership.
requirements. A large number of recruitment has been
done in view of expansion in a systematic way. On-going coaching/ rotation/ training and
developmental plans are in place to bring out best in
Industrial Relations class talent for succession.
We maintain excellent relations with our employees To deep reach successors at all levels, upward
and labour. There is a formal labour union in place mobility is a pre-requisite in the hiring programme.
which represents all classes of workers and
independently takes care of all labour related issues. Other Policies
The Company takes every reasonable step for swift The Company has a complete set of other HR policies
and amicable resolution of all their issues. for recruitment, selection, training, tirdeness, overtime
and compensation. An employee Hand Book is also
Succession Planning available.
Our Succession Planning policy is aimed at building a
Diversity Policy
Cherat Cement Company Limited is committed to environment built on the premise of gender and
fostering, cultivating and preserving a culture of diversity equity that encourages and enforces:
diversity and inclusion. Our human capital is the most
valuable asset we have. The collective sum of the • Respectful communication and cooperation
individual differences, life experiences, knowledge, between all employees.
inventiveness, innovation, self-expression, unique
capabilities and talent that our employees invest in • Teamwork and employee participation, permitting
their work represents a significant part of not only our the representation of all groups and employee
culture, but our reputation and Company’s perspectives.
achievement as well.
• Employer and employee contributions to the
We embrace and encourage our employees’ communities we serve to promote a greater
differences in age, color, disability, ethnicity, family or understanding and respect for the diversity.
Cherat Cement Company Limited
78
Statement of Compliance
with Listed Companies (Code of Corporate Governance) Regulations, 2017
The company has complied with the requirements of responsibilities under the Code. The directors of
the Regulations in the following manner: the company meet the criteria of exemption
under regulation 20(2) of the Regulations. Further
1. The total number of directors are 8 (eight) as per the board has arranged Directors' Training
the following: program for the following:
79
15. The board has set up an effective internal audit these regulations or any other regulatory
function who is considered suitably qualified and requirement and the auditors have confirmed that
experienced for the purpose and are conversant they have observed IFAC guidelines in this
with the policies and procedures of the company. regard.
16. The statutory auditors of the company have 18. We confirm that all other requirements of the
confirmed that they have been given a Regulations have been complied with.
satisfactory rating under the quality control
review program of the ICAP and registered with
Audit Oversight Board of Pakistan, that they or
any of the partners of the firm, their spouses and
minor children do not hold shares of the
On behalf of the Board of Directors
company and that the firm and all its partners are
in compliance with International Federation of
Accountants (IFAC) guidelines on code of ethics
as adopted by the ICAP.
17. The statutory auditors or the persons associated Omar Faruque Azam Faruque
with them have not been appointed to provide Chairman Chief Executive
other services except in accordance with the Act, Karachi: August 29, 2018
Statement of Compliance
With the Best Practices of Transfer Pricing
The Company has fully complied with the best practices of Transfer Pricing as contained in the Listing Regulations
of the Stock Exchanges.
80
Independent Auditors’ Review Report
on the Statement of Compliance contained in Listed Companies
(Code of Corporate Governance) Regulations, 2017
We have reviewed the enclosed Statement of Compliance with the Listed Companies (Code of Corporate
Governance) Regulations, 2017 (the Regulations) prepared by the Board of Directors of Cherat Cement Company
Limited (the Company) for the year ended 30 June 2018 in accordance with the requirements of regulation 40 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
and also ensure compliance with the requirements of section 208 of the Companies Act, 2017. 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. We have not carried out
procedures to assess and determine the Company’s process for identification of related parties and that whether
the related party transactions were undertaken at arm’s length price or not.
Based on our review, nothing has come to our attention which causes us to believe that the Statement of
Compliance does not appropriately reflect the Company's compliance, in all material respects, with the
requirements contained in the Regulations as applicable to the Company for the year ended 30 June 2018.
Chartered Accountants
Annual Report 2018
81
Role of Chairman and
Chief Executive Officer
OFFICES OF THE CHAIRMAN AND CHIEF EXECUTIVE OFFICER
Being a corporate governance compliant company, Cherat Cement designates separate persons for the position of
the Chairman of the Board of Directors and the office of the Chief Executive with clear division of roles and
responsibility.
Pursuant to the provisions of Section 192(2) of the Companies Act 2017, the Board of Directors of Cherat Cement
Company Limited has outlined the roles and responsibilities of the Chairman as well as the Chief Executive
Officer (CEO) of the Company, which are detailed here in below;
CHAIRMAN
The principal role of the Chairman of the Board is to manage and to provide leadership to the Board of Directors
of the Company. The Chairman is accountable to the Board. The Chairman acts as the communicator for Board
decisions where appropriate.
More specifically, the duties and responsibilities of the Chairman are as follows:
• acting as a liaison between management and the Board, through the CEO;
• keeping abreast generally of the activities of the Company and its management;
• ensuring that the Directors are properly informed and that sufficient information is provided to enable the
Directors to form appropriate judgements and make informed decisions;
• preparing the review report (to be included with the annual financial statements) on the overall performance
of the Board of Directors and effectiveness of the role played by the Board of Directors in achieving the
Company’s objectives.
• ensuring that the minutes of Board meetings are appropriately recorded and reviewing and signing minutes
of Board meetings;
• presiding over the Board meetings and ensuring that all relevant information has been made available to the Board;
• ensuring that the agenda, notice of meeting alongwith all relevant material were circulated within stipulated
time;
• ensuring that the minutes of the Board meetings are kept in accordance with applicable laws;
• ensuring that the appropriate recording and circulation of the minutes of the Board meeting to the Directors
and officers entitled to attend the Board meetings;
Cherat Cement Company Limited
82
• ensuring that the Board is playing an effective role in fulfilling its responsibilities;
• determining the date, time and location of the annual or extraordinary general meetings of shareholders and
to develop the agenda for the meeting;
• recommending to the Board, after consultation with the Directors and management, the appointment of
members of the Committees of the Board;
• assessing and making recommendations to the Board annually regarding the effectiveness of the Board.
The CEO is, subject to control and directions of the Board, entrusted with the powers of management of affairs of
the Company. In such capacity the CEO’s role and responsibilities include:
ensuring the achievement of productivity and profitability targets and efficient Company operations;
• ensuring that necessary coordination exists between various departments of the Company to achieve smooth
and effective operations;
• maintaining an ongoing dialogue with the Directors in regard to changes in and implementation of
Company’s policies and the performance and development of the Company’s business;
• ensuring that the Company’s interests and assets are properly protected and maintained and all the required
Government obligations are complied with in a timely manner;
• maintaining a close liaison with the Government, customers, suppliers and sales offices;
• chalking out human resource policies for achieving high professional standards, overall progress / betterment
of the Company as a whole;
• ensuring that proper succession planning for all levels of hierarchy exist in the Company and the same is
constantly updated;
• ensuring proper functioning of the Management Committees of the Company of which he is the chairman;
• annual business plan, cash flow projections and long term plans.
• budgets including capital, manpower and overhead budgets along with variance analysis.
• quarterly operating results of the Company in terms of its operating divisions and segments.
• promulgation or amendment of the law, rules or regulations, accounting standards and such other matters as
may affect the Company.
• reviewing performance against budgets / targets, revenue and capital expenditure, profits, other
administration, commercial, personnel and other matters of importance to the Company.
Annual Report 2018
• ensuring that open and progressive atmosphere is created among employees giving them a sense of
participation and providing them with an opportunity to give their best.
83
Salient Features of Terms of Reference of The Audit
Committee and the Human Resource &
Remuneration Committee
The Board is assisted by two Committees, namely the b) review annual and interim financial statements of
Audit Committee and the Human Resource & the company, prior to their approval by the Board
Remuneration Committee, to support its of Directors, focusing on:
decision-making in their respective domains:
(i) major judgmental areas;
AUDIT COMMITTEE
(ii) significant adjustments resulting from the
Mr. Asif Qadir Chairman audit;
Mr. Akbarali Pesnani Member
(iii) going concern assumption;
Mr. Arif Faruque Member
(iv) any changes in accounting policies and
The Audit Committee comprises of three practices;
Non-Executive Directors one of whom is
Independent. The Chairman of the Committee is an (v) compliance with applicable accounting
Independent Director. standards;
Meetings of the Audit Committee are held at least (vi) compliance with these regulations and other
once every quarter. The Committee reviews the annual statutory and regulatory requirements; and
financial statements in the presence of external
auditors. The recommendations of the Audit (vii) all related party transactions.
Committee are then submitted for approval of c) review preliminary announcements of results
financial results of the Company by the Board. During prior to external communication and publication;
the year 2017-18, the Audit Committee held Four [4]
meetings. The minutes of the meetings of the Audit d) facilitate the external audit and discussion with
Committee are provided to all the members, Directors external auditors of major observations arising
and the Chief Financial Officer. The Head of Internal from interim and final audits and any matter that
Auditor attends the Audit Committee meetings the auditors may wish to highlight (in the absence
regularly and meets the Audit Committee without the of management, where necessary);
presence of the Management, at least once a year, to
point out various risks, their intensity and suggestions e) review management letter issued by external
for mitigating risks and improvement areas. The auditors and management’s response thereto;
business risks identified are then referred to the f) ensure coordination between the internal and
respective departments and mitigating actions are external auditors of the company;
then implemented.
g) review the scope and extent of internal audit,
Terms of Reference of Audit Committee audit plan, reporting framework and procedures
The Code of Corporate Governance 2017 mandates and ensure that the internal audit function has
that the Board of Directors of the Company shall adequate resources and is appropriately placed
determine the Terms of Reference of the Audit within the company;
Committee via Regulation No 28.(3). h) consider major findings of internal investigations
In light of the mandate the Board of Directors of of activities characterized by fraud, corruption
Cherat Cement Company Limited has drafted and and abuse of power and management's response
Cherat Cement Company Limited
84
k) institute special projects, value for money studies ii. undertake annually a formal process of evaluation
or other investigations on any matter specified by of performance of the Board as a whole and its
the board of directors, in consultation with the committees either directly or by engaging external
chief executive officer and consider remittance independent consultants and if so appointed, a
of any matter to the external auditors or to any statement to that effect shall be made in the
other external body; directors’ report disclosing name, qualifications
l) determine compliance with relevant statutory and major terms of appointment;
requirements; iii. recommend human resource management
m) monitor compliance with these regulations and policies to the Board;
identify significant violations thereof; iv. recommend to the Board the selection,
n) review arrangement for staff and management to evaluation, development, compensation
report to audit committee in c o n f i d e n c e , (including retirement benefits) of chief operating
concerns, if any, about actual or potential officer, chief financial officer, company secretary
improprieties in financial and other matters and and head of internal audit;
recommend instituting remedial and mitigating v. carry out consideration and approval on
measures; recommendations of chief executive officer on
o) recommend to the board of directors the such matters for key management positions who
appointment of external auditors, their removal, report directly to chief executive officer or chief
audit fees, the provision of any service permissible operating officer;
to be rendered to the company by the external vi. where human resource and remuneration
auditors in addition to audit of its financial consultants are appointed, their credentials shall
statements. The board of directors shall give due be known by the committee and a statement shall
consideration to the recommendations of the be made by them as to whether they have any
audit committee and where it acts otherwise it other connection with the company; and
shall record the reasons thereof.
vii. carry out all actions in addition to those stated
p) consider any other issue or matter as may be above, in order to ensure that the Company’s risks
assigned by the board of directors. are mitigated and growth in the right direction is
HUMAN RESOURCE & REMUNERATION taking place.
COMMITTEE Records: All documentation related to the holding,
The Code of Corporate Governance 2017 mandates proceedings and recommendations of the HR & RC
that the Board of Directors of the Company shall shall be ensured by and stored with the Secretary (HR
determine the Terms of Reference of the Human & RC).
Resource and Remuneration Committee via DIRECTORS' ORIENTATION AND TRAINING
Regulation No 29.(3).i. All the Directors of the Company are well experienced
In light of the mandate the Board of Directors of and have diverse backgrounds. At the time of induction
Cherat Cement Company Limited has drafted and of any new director, he or she is given proper
approved the following terms of Reference for its orientation about the operations of the Company and
HR&R Committee. This is a non-exhaustive list and his or her fiduciary responsibilities. The Company had
only outlines the most important guidelines for the also arranged an in-house Directors' training program
Committee. Amendments to these shall be made from to appraise the directors of their authorities and
time to time in line with change in laws, and internal responsibilities. Two Directors of the Company namely
and external relevant factors. Mr. Azam Faruque and Mr. Omar Faruque are also
certified under the Board Development Series Program
The Committee shall; offered by Pakistan Institute of Corporate Governance
i. recommend to the Board for consideration and (PICG).
approval a policy framework for determining Strategy and Performance
remuneration of directors (both executive and The Board reviews the implementation of organization's
non-executive directors and members of senior strategic & financial plans, Board meeting agendas and
management). The definition of senior
Annual Report 2018
85
Report of the Audit Committee
AUDIT COMMITTEE that they were adequate for the planned scope of the
Internal Audit function. Head of Internal Audit
Mr. Asif Qadir Chairman Department has direct access to the Audit Committee.
Mr. Arif Faruque Member
2. An Internal Audit Risk Assessment document is
Mr. Akbarali Pesnani Member
submitted to the Audit Committee and based on that an
Audit Plan is prepared to mitigate the risks involved in
The Audit Committee of the Company comprises of two
the Company’s operations. Further, on the basis of this
Non-Executive Directors and one Independent
plan, audits are conducted and reports are submitted.
Non-Executive Director who is the Chairman of the
The Committee on the basis of the said reports reviews
Committee. The Head of Internal Audit attends Audit
the adequacy of controls and compliance shortcomings
Committee meetings. The Chief Executive Officer and Chief
in areas audited and discuss corrective actions in the
Financial Officer attend Audit Committee meetings by
light of management responses. Regular follow ups of
invitation. The Audit Committee also separately meets the
these reports are also taken. This ensures the continual
external auditors at least once in a year without the presence
evaluation of controls and improved compliance.
of the Management.
Minutes of Audit Committee meetings are timely
circulated to the Board of Directors.
Meetings of the Audit Committee are held at least once every
quarter. Four meetings of the Audit Committee were held
3. For continuous improvement of internal controls, the
during the year 2017-2018. Based on reviews and
Committee also discussed the internal controls and the
discussions in these meetings, the Audit Committee reports
management letter with the external auditors.
that:
EXTERNAL AUDIT
1. The Company has issued a Statement of Compliance
with the Code of Corporate Governance which has also
1. The external auditors M/s. EY Ford Rhodes, Chartered
been reviewed and certified by the auditors of the
Accountants were allowed direct access to the Audit
Company.
Committee and necessary coordination with internal
auditors was ensured. Major findings arising from audits
2. The Audit Committee reviewed and approved the
and any matters that the external auditors wished to
quarterly, half yearly and annual financial statements of
highlight were freely discussed with them.
the Company and recommended them for approval of
the Board of Directors. Further, the financial statements
2. The Audit Committee has reviewed and discussed with
comply with the requirements of the Fourth Schedule to
the external auditors and management, all the Key Audit
the Companies Act, 2017, and applicable International
Matters and other issues identified during the external
Accounting Standards and International Financial
audit along with the methods used to address the same.
Reporting Standards notified by SECP.
3. Being eligible for reappointment as Auditors of the
3. The Annual Report of the Company is fair, balanced and
Company, the Audit Committee has recommended the
understandable. Because of meeting the aforesaid
appointment of M/s. EY Ford Rhodes, Chartered
aspects, the Company was able to secure the 1st
Accountants as External Auditors of the Company for
position in the category ‘Cement and Sugar’ for its
the year ending June 30, 2019 as it is one of the Big Four
Annual Report for the year ended June 30, 2017 in the
audit firm and has thorough knowledge of the
Best Corporate & Sustainability Report Awards 2017
Company’s business and industry due to long
jointly conducted by Institute of Chartered Accountants
association with the Company.
of Pakistan and Institute of Cost and Management
Accountants of Pakistan.
4. The Company also obtains taxation related services
from M/s. EY Ford Rhodes, Chartered Accountants as it
4. The Audit Committee has reviewed and approved all
is one of the reputed firm in provision of said services
related party transactions.
and has sound professional policies and procedure to
ensure compliance of independence.
5. The Audit Committee takes into account any feedback
Cherat Cement Company Limited
86
Stakeholders’
Relationship and
Engagement
87
Corporate Governance -
Stakeholders’ Engagement
Our stakeholders extend valuable contribution and correspondence to resolve all queries for on time
towards our growth and existence. Procedure for deliveries. Cooperation of our suppliers gives us an
stakeholders’ engagement includes effective extra edge over our competitors.
communication, good harmony and compliance with
BANKS AND OTHER LENDERS
laws & regulations. We cannot truly execute our
purpose without input from our stakeholders. We value our relationship with our financial partners
and lenders. Financial risk management and business
SHAREHOLDERS
sustainability are few of the interests of this segment of
Safeguarding our shareholders’ interest is our prime stakeholders. Periodic briefings, Quarterly financial
responsibility. Our shareholders’ interest revolves reporting, Head Office and Site visits are the main
around good returns, profitability, growth and means for our engagement with this category of
regulatory compliances. We respond to our stakeholders. Bank and other institutes help us in
shareholders’ expectations through improvement in obtaining loans at attractive rates and advise on
business mechanics, effective governance and strategic issues whenever needed.
corporate reporting framework. Annual General
REGULATORS
Meetings and statutory reporting are the most effective
means of our engagement with our shareholders. Our commitment to compliance with laws and
Support of shareholders is critical in achieving the regulations is evident from our Corporate and Legal
Company objectives. team‘s continued efforts for efficient and effective
legal and regulatory obedience. The engagement
Minority Shareholders
includes submission of periodic reports, responding to
The management of the Company firmly believes in enquiries and meetings as and when required. Active
encouraging and ensuring the equitable treatment of all engagement with regulators improves level of
shareholders including minority shareholders to attend, compliance.
speak and vote at the Annual General Meeting and
EMPLOYEES
appoint another member as his / her proxy in his / her
instead. Our company has extensive employee engagement
schemes in place. The employees’ issues revolve
DEALERS, CUSTOMERS AND TRANSPORTERS
around work life balance, training and development
Sustaining and developing long term relationship with and rewards. We have educational loan schemes,
our dealers, customers and transporters forms the key of in-house and outside training programs and long-term
our business’ success. Their expectations are focused employment reward schemes in place to value our
on product quality, pricing and service delivery. Our employees as Human Capital. Employee meetings are
sales and marketing team remain in close contact to this on regular intervals in form of Annual get-togethers,
segment of our stakeholders to resolve issues on a celebrating sports day and team building activities.
priority basis. We continue to engage with our dealers, Employees engagement improves the level of
customers and transporters through meetings and dedication and hard work.
market visits and communications. We derive success
from the brand loyalty of Cherat and the cooperation INSTITUTIONAL INVESTORS AND ANALYSTS
from our transporters. BRIEFING
SUPPLIERS AND VENDORS Institutional investors regularly obtain general
Cherat Cement Company Limited
88
rumors in the market. Apart from regular meetings
with institutional investors and analysts, the Company
has also participated in analyst briefings to foreign
institutional investors held at Avari Tower regarding
the cement sector performance and growth. In
addition to this, the Company has also participated in
the briefing to local institutional investors regarding
the performance of the Company and the cement
sector.
MEDIA
INVESTORS SECTION
AGM PROCEEDINGS
89
Statement of Value Addition
and Distribution of Wealth
2018 2017
(Rupees in ‘000) % (Rupees in ‘000) %
Wealth Generated
Turnover (including taxes) 20,390,313 99.60 12,911,225 98.98
Other operating income 81,112 0.40 133,384 1.02
20,471,425 100.00 13,044,609 100.00
Distribution of Wealth
Cost of sales (excluding employees' remuneration) 10,144,305 49.55 5,593,044 42.87
Marketing, selling and administrative expenses 300,905 1.47 291,782 2.24
To employees as remuneration 1,512,996 7.40 1,187,273 9.10
To government as direct taxes 15,248 0.07 553,229 4.24
To government as indirect taxes 6,001,964 29.32 3,265,826 25.04
To providers of finance as financial charges 356,585 1.74 188,215 1.44
To society as donations 7,303 0.04 8,678 0.07
To Shareholders as dividend 794,843 3.88 574,054 4.40
Retained within the business 1,337,276 6.53 1,382,508 10.60
20,471,425 100.00 13,044,609 100.00
90
Performance
and Position
91
Analysis of the Financial and
Non-Financial Performance
Financial Indicators:
Actual Results:
The year 2017/18 proved to be an exceptional period for the Company in all aspects of business. Whether internal growth in
the form of expansion or external growth in the form of reaching new markets, the Company performed in line with its
reputation to deliver. Even though the external market factors created a challenging environment for the businesses to perform.
During the year 2017/18, the Company benefited from economies of scale and increased efficiency as the production capacity
from Cement Line II was fully realized for the entire year. On the back of rise in cement dispatches, there was 49% i.e. Rs. 4.7
billion increase in the sales turnover of the company from the corresponding period last year. However, a combination of
increased variable costs especially rise in coal prices as well as higher depreciation and finance costs reduced margins. After
taking tax adjustment on account of Cement Line II, the company posted a historical after tax profit of Rs. 2,132 million for the
year ended June 30, 2018.
Summarized operating performance of the Company for the current year as compared to last year is as follows:
2018 2017
(Rs. in million)
Net sales 14,388.35 9,645.40
Cost of sales 11,249.15 6,432.28
Gross Profit 3,139.20 3,213.12
Expenses & taxes 1,007.08 1,256.56
Net Profit 2,132.12 1,956.56
Strong domestic demand and availability of enhanced production capacity for the entire year following the commissioning of
Cement Line II last year resulted in approximately 65% increase in domestic cement sales of the company over last year.
Similarly, enhanced capacity also allowed the company to increase its exports to Afghanistan, which rose by 52% from the
corresponding period last year. During the year, aggregate cement dispatches of the Company increased by an impressive 63%
from last year. The company also sold 77,886 tons of clinker during the year.
2018 2017
• Domestic sales (in tons)
(cement and clinker) 2,208,000 1,340,226
• Export sales 311,128 204,226
Total sales 2,519,128 1,544,452
Budgeted Results:
After incorporating all factors i.e. update budget assumptions, review bottlenecks, available funding, step costing points, obtain
department budgets, obtain capital budget requests, manufacturing capacities etc. the budget of 2017-18 has been made,
which is quite challenging as line II coming full-fledged in coming year. In this year company has set following sales volumes:
2018 2018
Actual Budget
(in tons)
Total sales volume 2,519,128 2,300,000
Cherat Cement Company Limited
92
Non-Financial Indicators:
Capital
Objective KPIs monitored Future relevance
forms
relationship capital
relationship
93
Change in Indicators and
Performance Measures
Cherat Cement Company has established key indicators which pertain to its key performing area.
Such indicators are subject to change with the Internal and external environment associated with
the organization.
Cherat Cement Company Limited has identified KPIs that are critical to its business. While
identifying KPIs, the Company analysed various indicators, their interpretations and accordingly
their extent to which they may correctly and clearly communicate the Company’s performance.
Some important indicators are as under:
Market Share:
Market share is said to be a key indicator of market competitiveness, that is, how well a
Company is doing against its competitors. Cherat is a premium brand of Ordinary Portland
Cement in Pakistan and Afghanistan. Our main markets in Pakistan are KPK, FATA, and Punjab.
As per the data available on the website of All Pakistan Cement Manufacturers Association our
market share is in excess of 5% because of our superior quality, Cherat is the first choice of
customers in most of the markets. Our market share is expected to increase further after the
commissioning of line III.
Financial Leverage:
Too much debt can be dangerous for a company and its investors. However, if a company's
operations can generate a higher rate of return than the interest rate on its loan than the debt is
helping to fuel growth in profits. Nonetheless, uncontrolled debt levels can lead to credit
downgrades or worse. On the other hand, too few debts can also raise questions. A reluctance
or inability to borrow may be a sign that operating margins are simply too tight.
The management of the Company keeps a strong watch on its leverage and consistent efforts
have been made for its curtailment. Due to ongoing company’s expansion of line III, leverage has
increased but the loans are acquired at very attractive markup rates.
Segment Results
Cherat Cement Company Limited
The activities of the Company are organized into one operating segment based on its
manufacturing, marketing and sale of cement. However, the Company has been maintaining its
reporting results line wise. Analysis of local and export sales is given in Director’s Report and
analysis of line wise results have been referred in note 33 to the financial statements.
94
Annual Report 2018
95
Ratio Analysis
For the year ended June 30, 2018
Profitability Ratios:
Gross Profit Ratio (percentage) 21.82 33.31 37.21 30.21 32.59 34.79
Net Profit Before Tax to Sales (percentage) 14.92 26.02 28.98 25.45 26.16 25.18
Net Profit After Tax to Sales (percentage) 14.82 20.28 19.85 19.62 20.40 19.50
EBITDA Margin to Sales (percentage) 24.98 35.16 33.55 30.23 30.65 30.91
Operating Leverage Ratio (0.15) 0.79 2.89 (0.25) 0.53 5.97
Return on Equity (average in percentage) 19.71 19.96 16.37 19.99 30.70 38.38
Return on Capital Employed (percentage) 8.12 12.74 10.68 15.73 25.97 31.37
Liquidity Ratios:
Current Ratio 1.72 1.78 1.11 2.74 3.30 1.96
Quick / Acid Test Ratio 1.46 1.40 0.94 2.18 2.88 1.41
Cash to Current Liabilities 0.01 0.02 0.01 0.02 0.02 0.03
Cash flow from Operations to Sales 0.18 0.02 0.33 0.25 0.27 0.31
Break-up Value per Share 63.26 59.23 51.75 45.44 46.27 38.80
Break-up Value per Share including
the effect of all Investments 65.51 62.43 55.77 50.73 59.33 35.93
Break-up Value per Share including
Investment in Related Party at Market Value 65.51 62.43 55.77 47.33 47.52 35.93
96
Comments on Ratios
Profitability Ratios:
Profitability ratios of the Company have declined due to decrease in
retention, increase in fuel power cost and finance cost. However, the
Company has managed to increase its sales in quantitative terms. Cost
of sales also increased due to increase in fuel and power cost because
of increase in international coal prices and foreign currency
fluctuations, and depreciation expense.
Fixed cost per ton has reduced due to higher quantity produced during
the year. In line with this, the Company has managed to sustain its
profitability and return of equity during the year 2018.
Liquidity Ratios:
The liquidity of the Company has shown a steady trend due to healthy
profits and better management of working capital. Since the Company
is in continuous expansion, the liquidity position has been consistent to
back up the needs of the Company.
97
Graphical Presentation of
Analysis of Financial Statements
30
30
(Percentage)
(Percentage)
25
20
20
15
10
10
5
0 0
2013 2014 2015 2016 2017 2018 2013 2014 2015 2016 2017 2018
30 10000
(Percentage)
(Rupees in Million)
8000
20
6000
10 4000
2000
0
2013 2014 2015 2016 2017 2018 0
2013 2014 2015 2016 2017 2018
Equity Profit
3.0 12
2.5 10
(Times)
(Rupees)
Cherat Cement Company Limited
2.0 8
1.5 6
1.0 4
0.5 2
0.0 0
2013 2014 2015 2016 2017 2018 2013 2014 2015 2016 2017 2018
Acid Test Ratio Current Ratio
98
Value Per Share 3,000
Interest Cover
200
180
2,500
160
(Rupees in Million)
140 2,000
(Rupees)
120
100 1,500
80
1,000
60
40 500
20
0 0
2013 2014 2015 2016 2017 2018 2013 2014 2015 2016 2017 2018
2.0 40
(Times)
1.5 30
(Days)
1.0 20
0.5 10
0.0 0
2013 2014 2015 2016 2017 2018 2013 2014 2015 2016 2017 2018
2100
2,000
1750
(Tons in 000)
(Tons in 000)
1400 1,500
1050
1,000
700
350 500
0
2013 2014 2015 2016 2017 2018
0
2013 2014 2015 2016 2017 2018
30,000
2,000
(Rupees in Million)
25,000
20,000
1,500
15,000
Annual Report 2018
10,000 1,000
5,000
0 500
2013 2014 2015 2016 2017 2018
99
30000 Assets and Liabilities
35,000 Net Profit to Total Assets 27000
24000
30,000
(Rupees in Million)
21000
(Rupees in Million)
25,000 18000
20,000 15000
15,000 12000
9000
10,000
6000
5,000
3000
0 0
2013 2014 2015 2016 2017 2018 2013 2014 2015 2016 2017 2018
Profit Total Assets Assets Liabilities
(Rupees in Million)
12,000
14000
12000 10,000
10000 8,000
8000
6,000
6000
4,000
4000
2000 2,000
0 0
2013 2014 2015 2016 2017 2018 2013 2014 2015 2016 2017 2018
(Rupees in Million)
5,000 24500
21000
4,000
17500
Cherat Cement Company Limited
3,000 14000
2,000 10500
7000
1,000
3500
0 0
2013 2014 2015 2016 2017 2018 2013 2014 2015 2016 2017 2018
100
DuPont Analysis
2018 2017 2016 2015 2014 2013
Tax efficiency has been availed by the Company due to capitalization of Line II in the previous financial year. The
overall impact has resulted in increase in Return on Equity.
30
25
20
(Percentage)
15
10
0
2013 2014 2015 2016 2017 2018
Return on Equity
Annual Report 2018
101
DuPont Chart
Return on Ownership
Assets ÷ Ratio
6.96% 36.61%
Cherat Cement Company Limited
Return on
Equity
19.01%
102
Free Cash Flows
2018 2017 2016 2015 2014 2013
(Rupees in 000)
(4,000)
(6,000)
Annual Report 2018
(8,000)
(10,000)
(12,000) 2013 2014 2015 2016 2017 2018
Profit Before Taxation Adjustment for non-cash items Working capital changes Net cash generated from operating activities
Capital expenditure Free cash flows
103
Economic Value Added
2018 2017
(Rs. in ‘000)
Cost of Capital
Total Assets 30,519,561 18,806,750
Current Liabilities (3,652,506) (2,571,488)
Invested Capital 26,867,055 16,235,262
Graphical Presentation of
Economic Value Added
35000
30000
25000
20000
(Rs. in million)
15000
10000
5000
0
Cherat Cement Company Limited
-5000
-10000 Net Operating Profit Total Assets Current Liabilities Invested Capital EVA
After Tax
2017 2018
104
Key Financial Information - Last Six Years
2013
2018 2017 2016 2015 2014
(Restated)
(Tons in ‘000)
Summary of Statement of
Profit or Loss
105
Horizontal Analysis - Last Six Years
2018 2017
(Rupees 18 Vs. 17 (Rupees 17 Vs. 16
in Million) % in Million) %
Assets
Non Current Assets 24,238 70 14,238 6
Current Assets 6,282 37 4,569 128
Non-current assets increased as compared to year 2017 due to increase in CWIP mainly pertaining to
Line-III amounting to Rs.9.4 billion. Increase in non-current liabilities is associated with long-term loans
pertaining to Line-III and Captive Power Plant.
106
2016 2015 2014 2013 (Restated)
(Rupees 16 Vs. 15 (Rupees 15 Vs. 14 (Rupees 14 Vs. 13 (Rupees 13 Vs. 12
in Million) % in Million) % in Million) % in Million) %
due to Line-II.
107
Vertical Analysis - Last Six Years
2018 2017
(Rupees (Rupees
% %
in Million) in Million)
Assets
Non Current Assets 24,238 79 14,238 76
Current Assets 6,282 21 4,569 24
Debt equity ratio showed continuous improvement from year 2013 to 2015 as the Company's
shareholders’ equity increased over the years due to issuance of right shares in year 2015. From year 2016
to 2018 debt equity ratio depicts increasing trend because the Company has taken syndicated long-term
loans to finance its Line-II and Line-III.
Current assets were 21% of total assets of the Company in the current year as compared to 24% last year
which decreased mainly due to the CWIP Line-III project.
108
2016 2015 2014 2013 (Restated)
109
Graphical Presentation of Statement of
Financial Position & Statement of
Profit or Loss
60
50
40
30
20
10
0
2013 2014 2015 2016 2017 2018
70
60
50
40
30
20
10
Cherat Cement Company Limited
0
2013 2014 2015 2016 2017 2018
110
Statement of Profit or Loss Analysis - Income (%)
100
90
80
70
(Percentage)
60
50
40
30
20
10
0
2013 2014 2015 2016 2017 2018
60
50
40
30
20
10
0
2013 2014 2015 2016 2017 2018
111
Statement of Summary of Cash Flows -
Last Six Years
(Rupees in million)
Comments on
Statement of Cash Flows
An outlook of operating cash flow depicts sustained increasing trend from year 2013 till 2018, while in year 2017,
it remained relatively low but remained positive due to additional working capital requirements in view of new
cement capacity Line-II installation of the Company.
Cash flow used in investing activity has been an active area which showed heavy investment made by the
Company on its new capacities. During the year 2015 and 2016, cash flow shows installation of Line-II. However,
in the year 2018, cash flow in investing activities showed installation of new Line-III.
Cash flows from financing activities significantly increased in the year 2016 and 2018 due to draw-down of
long-term loan for financing the expansion projects of new cement Line-II and III respectively. During the year
Cherat Cement Company Limited
2015, increase was due to the issuance of right shares. However, reason for decrease in cash flow in the year 2012
and 2013 was mainly due to the repayments of long-term loans and its servicing.
112
Statement of Cash Flows -
Direct Method
2018 2017
(Rs. in ‘000)
Cash and cash equivalents as at the end of the year 47,052 45,814
Annual Report 2018
113
Quarterly Performance Analysis
1st Qtr 2nd Qtr 3rd Qtr 4th Qtr Total
(Rupees in ‘000)
Particulars
Turnover - net 3,891,022 3,694,899 3,562,016 3,240,412 14,388,349
Cost of sales (2,901,696) (2,823,022) (2,854,037) (2,670,398) (11,249,153)
Gross profit 989,326 871,877 707,979 570,014 3,139,196
90
22% 18% 15% 16%
80
70
22% 22% 21%
(Percentage)
60
25%
50
40
28%
Cherat Cement Company Limited
29% 35%
30 26%
20
0
Sales Gross profit Profit before tax Net profit for the year
The performances of the Company in 1st Quarter is better than other Quarters in terms of Gross Profit margin (25.43%)
and dispatches. Our Gross Profit margin has gradually decreased during the year mainly due to higher Cost of Sales in
line with the industry.
114
Share Price Sensitivity Analysis
Following are the major factors which might affect the negatively affect the financial performance of the
share price of the Company in the stock exchange: Company and therefore, many also affect the share
price. Share price is also affected by the addition of
Fuel and Oil Prices new plant.
Due to the on-going energy crises, supply of gas and Consumer Demand
electricity is often disrupted to industrial undertakings.
Accordingly, the entire manufacturing industry is Increase in demand of cement may result in increase
facing operational difficulties. This forces the in market price of bag which will contribute towards
Company to resort to expensive alternatives to run better profitability and Earning Per Share (EPS), which
operations which directly affects the Company’s will ultimately increase the share price.
financial performance. Volatility in international oil
Variation in Variable Cost
prices especially coal also affect the share price.
Any Increase in variable cost (mainly includes Coal,
Law and Order Situation
Power and Raw Material cost) may badly effect the
Unstable law and order situation often results in gross margins and will resultantly fall in the
disruption of business activities and hindrance in profitability and fall in EPS. This may badly effect the
supply chain that negatively impacts on the market price of the share downward.
Company’s performance.
Variation in Fixed Cost
Change in Government Policies
Fixed cost which mainly consists of Financial Charges,
Any change in government policies related to cement Exchange losses, and other overheads. If SBP discount
sector may effect the share price of the Company. If rate goes up, rupee devaluation occurs and increase in
policy change is positive than share price will inflation happens than net profitability of the
increase, otherwise vice versa. Company will be effected and will have negative
effect on the EPS which results into fall in share prices.
Plant Operations If the said factors happen on the positive sides than
Stable plant operations lead of higher production and share price will improve.
better production efficiencies. Issues at production
2,000,000 200
Share Price per Share
Volume Traded
1,500,000 150
1,000,000 100
500,000 50
Annual Report 2018
0 0
Jul-17 Aug-17 Sep-17 Oct-17 Nov-17 Dec-17 Jan-18 Feb-18 Mar-18 Apr-18 May-18 Jun-18
115
Calendar of Notable Events
July 2017 - June 2018
116
Business Rationale for
Major Capital Expenditure
The Company is pursuing business expansion strategy and consequently
incurred major capital expenditure as fully explained separately under the
heading of ‘significant plans and decisions’ earlier in this report foreseeing
encouraging growth in domestic cement demand. Moreover, the Company
is seeking cost efficient and environmental friendly solutions for conducting
its operations. Therefore, capital expenditure is incurred for enhanced and
improved production and quality of our product.
Annual Report 2018
117
Cherat Cement Company Limited
118
Outlook
Forward Looking Statement
There has been an improvement in the business climate in the country, mainly due to the
improved law and order condition, which is reflected from the performance of the industrial
sector. This has also been acknowledged by leading rating agencies and international financial
institutions. The Cement Industry benefited from stable economic outlook, low interest rates and
outlay during the year. Local cement demand grew by an impressive 15.4%. The demand for
cement got a major boost from projects under China-Pakistan Economic Corridor. Greater
spending by the private sector was also witnessed particularly in construction industry, which was
fueling the demand for cement.
After the successful conduct of elections, the newly elected Government is focusing on stability
of economic conditions in the Country in the upcoming years. However, the salient features of
this newly elected Government comprises of focusing on construction of 5 million houses
through Housing scheme, dams, energy projects etc. It is, therefore, expected that the domestic
demand of cement shall increase considerably after one year and play a vital role in higher
cement dispatches. Following the enhancement of production capacity by installing Line III, the
Company is very well positioned to take maximum benefit from additional industry demand. This
enhancement will not only increase the domestic market share but will also allow it to achieve
greater efficiencies and better allocation of fixed costs.
Cement industry exports increased by 1.8%. However we are expecting a decreasing trend in
export demand to Afghanistan in the demand of export in Southern region i.e. export through Sea
may increase in the upcoming year.
For liquidity and gearing, cash flows are monitored on a daily basis to achieve the targets. On the
other side, the Company is in process of installing another line of cement at its existing location.
All the imported components have already been arrived at Site and now in process of erection.
We expect that the new line will commence commercial production in early 2019. Given the
progress of the project so far, the management is confident of completing the expansion project
before the scheduled time. Moreover, availability of power at competitive rates is a critical factor.
We always try to manage this through alternate energy options including WHR, RDF and TDF. In
order to ensure energy conservation and cost efficiency, for new cement line, the Company is also
installing WHR III plant along with the new cement line. Moreover, to cater increaing power
requirements for much power efficiency, the Company is also installing three Wartsila
Generators.
On the human resource side, based on the last year’s Training Need Analysis (TNA) and
performance appraisal of the company personnel, adequate technical trainings were conducted
for the identified employees. The same process is followed on yearly basis. The company has
developed extensive training program for all levels of management. The company will be
conducting these trainings in future also which would equip the employees with required
technical and management skills in years to come.
We are expecting that the mark up and exchange rates will be increased further in the next year.
Overall local demand of cement for the next year will be decrease due to the above mentioned
circumstances but after a year, the conditions improve positive and the demand of cement will be
increase. We hope that the Company and the industry as a whole will play a key role in the
economic development of the Country in future.
Annual Report 2018
The Company on an annual basis sets marketing, production and other targets in the form of a
budget which is duly approved by the Board of Directors. We have met almost all the key targets
set in our last year’s budget especially pertaining to revenue and profitability. This is also in line
119
Sources of information used for projections of future revenue:
For the preparation of budget/projections of future revenue, market survey has been carried out
for ascertaining the future demand of Cement based on the ongoing and future projects. Based on
the surveys and other research work, market growth and demand is ascertain and as per
Company`s market share, projected target is set. Based on this, internal meetings amongst Head
Office, Site and Sales office have been carried out for sharing/gathering of information and
assumptions to be used for budget/projections. Based on the information and assumptions used
by the management for the preparation of budget/forecast, detail budget exercise has been
carried out and the board of directors approved the budget/forecast.
Future revenue projections based on management’s best judgment and estimates are as follows:
Financial Projections
The company expects to enhance its revenue and profit base through expansion to fulfil the
expected increase in local cement industry demand on the back of improved economic and law
and order situation coupled with construction of various infrastructural projects initiated by the
Government. Till the commissioning of plant, the management will try to optimize the existing
resources.
Future revenue projections based on management’s best judgment and estimates are as follows:
ADDITIONAL DISCLOSURES
Fair Value of Property, Plant and Equipment
Total Assessed Present Market value of existing
plant, machinery and building is more than
Rs. 32 billion. However, the same has not
been incorporated in financial statements.
Significant Material Assets
Significant material assets of the Company
are building, complete cement line (Kiln,
Cherat Cement Company Limited
120
Sustainability &
Corporate Social
Responsibility
121
Sustainability Highlights
We remain committed to continuous improvement in be quantified and assessed accurately through
Health, Safety and Environment (HSE) aspects as we complete audited financial statements of the
expand our business and production capacities. Your Company and the statement of value addition
Company has always been very aware of its and distribution of wealth, which are part of this
responsibility towards the people, environment and report. In addition, economic performance
climate of Pakistan and has strived to ensure the
carries implications for all other material topics
wellbeing of all. We have a dedicated HSE department
to ensure effective systems of measuring, monitoring reported upon.
and reporting of necessary compliance with HSE b. Market Presence
matters. It is adequately staffed and Head of HSE Our Company’s presence in the market has
directly reports to the Chief Executive.
significant impacts in terms of employment and
Certifications acquired and international standards business opportunities provided. The Company
adopted encourages hiring of workforce from local
community at each area of business operations
Our production facility remained fully compliant with from entry level to the senior management. The
industry standards and safety requirements. For this Company also gives business opportunities to
purpose the Company has fully adopted and has local transporters, suppliers, contractors and
obtained certification of Total Quality Management
wide scattered cement dealers all over the
(TQM) system ISO 9001:2015 and Environment Man-
agement System ISO 14001:2015. Moreover, the Pakistan and certain areas of Afghanistan and
Company fully complies with regulatory requirements India. Moreover, due to expansion projects the
of National Environmental Standards (NEQS). In addi- Company has awarded contracts to local
tion, to further ensure regulatory compliances, vendors for civil works and other key areas.
environmental testing is performed regularly from EPA
approved laboratory. c. Indirect Economic Impacts
This illustrate our Company’s economic impacts
Further highlights of the Company’s performance, on a wider socioeconomic front than if we just
policies, initiatives and plans in place relating to take our customers and suppliers into
various aspects of sustainability are as follows: consideration. Our growth and development
1. ECONOMIC means the growth and development of our
homeland Pakistan. Additionally, we consider
The economic dimension of sustainability concerns ourselves responsible corporate citizens,
the Company’s impact on the economic conditions therefore it is important we monitor and measure
of its stakeholders. our ongoing indirect economic impacts in the
wider context. The Company supports in
development of infrastructure and other facilities
of the country in general and of our factory
vicinity Nowshera in particular.
2. ENVIRONMENTAL
The Company’s aim in respect of environment is to
reduce all adverse environmental aspects arising
out of our operations. Regardless of our growth and
plant expansion and consequently energy needs
and environmental outputs, we ensure that we
Cherat Cement Company Limited
122
a. Energy address issues of environmental degradation like
Energy efficiency has proven to be a lucrative Tyre Derived Fuel (TDF) and Refused Derived
and proficient way to guarantee a sustainable Fuel (RDF). They replace conventional fossil
future. The efficient energy usage is not only vital fuels like coal and furnace oil. TDF generates
in terms of the environment, but it can also energy by burning shredded scrap tires. Tires are
provide the Company a competitive edge in mixed with coal and other fuels to be burned.
terms of cost factors. Energy is a significant RDF uses municipal solid waste to generate
component of our cement production process energy. Investment in these projects emphasizes
and further due to the national energy crisis, this Cherat Cement’s initiative for sustainable
topic has become of significant importance to operations through transforming from a
the Company. The Company has taken numerous fossil-fuel based energy to alternative-energy
initiatives to save energy which also decrease the structure.
cost of production. In order to reduce reliance on
conventional fuels, the Company continuously • Captive Power Plant
seeks to undertake significant measures to The company has recently installed three
conserve energy by creating awareness at Head dual-fuel captive power plant of 9.7 MW each
Office and Plant site on efficient energy usage which can run on gas, furnace oil and diesel. In
through regular sessions. this connection, gas pipeline from SNGPL has
been laid and the gas will be available soon.
Consequently, this will further reduce the
environmental impact on our society by
decreasing the emission of Carbon dioxide gas
generated from using furnace oil.
123
• Mitigating efforts to control emission and samples of limestone, shale, iron ore, sand,
effluents gypsum, raw mix, kiln feed and clinker
Our air quality measurement program identifies • Empty drums and containers
the limit of pollution parameters in the ambient
• Grinding media, and
air in and around our factory. The stack emissions
monitoring is done on monthly basis for the • Miscellaneous waste
priority parameters in compliance with the d. Products
requirements of NEQS (Self-Monitoring and Our cement does not have any harmful impact
Reporting) Rules, 2001. on environment. We use two types of packaging
• Electrostatic Precipitators material i.e. paper bags and PP bags. Paper bags
Our plant is equipped with Electrostatic are reusable and recyclable and they do not have
Precipitators which controls dust and gas any harmful environmental impact. PP bags also
emissions. have resale value and can be recycled or reused.
items are subsequently recycled and include: • Fine grinding and mixing to produce a
homogenous mixture known as “Raw Meal”.
• Solid waste • High temperature (>1450°C) to ‘melt’ the raw
• Used oil, lubricants and greases materials and formation of new “Clinker
• Furnace oil sludge compounds”.
• Bursted paper bags • Quality Control testing of the clinker.
• Brick waste • Milling of the clinker with gypsum and
grinding aids.
• Waste from Quality Control i.e. cement cubes,
• Continuous sampling and testing at each
cement, pieces of cement pellets, analyzed
stage.
124
• Independent testing of the cement product by this risk the Company has adopted measures for
Regulatory Authorities. safe transportation. Firstly we work only with the
approved transporters. Further, quantity-wise
The key to comprehensive quality control is the
trucks are being used in order to avoid over or
use of an in-house laboratory. Having an
under loading. Truck`s capacity is effectively
in-house, state-of-the-art laboratory is absolutely
utilized due to which risk of accidents resulting
necessary to manufacture superior quality
from overloading is avoided. For bulk cement,
cement. Our Quality Control laboratory is a
the Company allows only ‘specialized bulk
primary component to achieve our mission of
trailers’ to dispatch cement.
maintaining strict control over every aspect of
manufacture and quality and is an integral piece
of our ISO 9001: 2015 certification.
f. Transport
Our cement is transported to dealers and
Annual Report 2018
125
3. SOCIAL
c. Occupational Health and Safety
a. Employment We manage and utilize resources and operations
Cherat Cement has given tremendous in such a way that the safety and health of our
employment opportunities through expansion of people is ensured. We believe our safety and
business and production lines. With the health responsibilities extend beyond protection
introduction of line II and line III of the Company and enhancement of our own facilities. We have a
new employment opportunities have been highly trained safety team, emergency response
created especially for the locals. This trend will team, a qualified doctor and paramedical staff at
increase with the commissioning of line III in our plant. In addition, the factory is provided with
upcoming financial year. Number of employees dedicated safety van, fully equipped ambulance
during the year have increased by 136 and at and an in-house dispensary. Moreover, safety sign
year end total number of employees were 885 boards are in place at all important visible places.
including 748 factory employees.
Our workers are sufficiently trained through fire &
Cherat Cement is recognized among top safety trainings and are also adequately equipped
employers due to its excellent employee with Personal Protection Equipment which is
benefits. Following benefits are provided to monitored at regular intervals. Workers are also
full-time employees that are not provided to trained by theoretical explanations and practical
temporary or contracted employees: drills to handle unforeseen emergencies. Regular
mock drills are also carried out to familiarize
- Health care - Life insurance everyone with the steps and procedure to follow
- Education assistance - Furniture facility in emergency situations. Mock drills of chemical
- Leave fare assistance - Provident fund spillage, fire fighting, evacuation, casualty
- Gratuity - Earned leaves handling and security are also conducted.
- Company maintained Moreover, safety audits are also conducted on
vehicle, and Others regular basis.
b. Labor / Management Relations At Cherat Cement, Health and Safety is the first
The Company supports right to exercise freedom and foremost agenda topic for our each in-house
of association and collective bargaining. For this and higher management meetings. The Company
purpose, two unions are registered from which has made safety manual containing policies and
one is elected as CBA which represents all classes procedures. Moreover, contractors’ safety
of workers. Provision for consultation and measures and mechanism are also in place, which
negotiation with collective bargaining agreements are in full compliance. Furthermore, certifications
(CBA) are specified in collective agreements. have been obtained for all construction related
Sufficient time is given by the Company to equipments like cranes etc. In addition, Health
employees and their elected representatives for and Safety concerns are explicitly included in
any significant operational changes which affect SMART goals of head of departments and senior
them. Furthermore, CBA tables ‘charter of management of plant.
demand’ every second year which is amicably
negotiated. Hundred percent compliance with policy
programmes resulted in the conclusion of the year
with no reportable occupational illness. These
Cherat Cement Company Limited
126
in process of arranging Cardiopulmonary e. Diversity and Equal Opportunity
Resuscitation (CPR) equipment. CPR is an As part of our HR policy, we strive to be an equal
emergency procedure that combines chest opportunity employer. Cherat Cement is
compressions often with artificial ventilation in an committed to encourage greater diversity and
effort to manually preserve intact brain function ensuring equal opportunities for individuals based
until further measures are taken to restore on merit. Policies, objectives and progress in this
spontaneous blood circulation and breathing in a regard is elaborated in detail under the
person who is in cardiac arrest. By educating our governance policies section presented earlier in
employees basic life support and medical this report.
practices we are maintaining a safe and healthy
workplace. f. Non-discrimination
Cherat Cement is committed to ensure equal
Our production lines achieved the whole year treatment and fair working conditions for
without any major injury. Reported injury case if employees. This belief is driven by our core values
happens, is thoroughly investigated by trained ‘maintain the highest level of integrity, honesty
personnel and findings are subsequently and ethics’ and our Code of Conduct.
circulated to higher ups. Once investigations are
completed, actions and recommendations are g. Child Labour
assigned to individuals with a strict follow-up Despite of manufacturing concern near rural area
system put in place to avoid any recurrence. of KPK, the Company has strict policy over
prohibition of child labour. No child has ever
d. Training and Education been employed by the Company and the same
policy will go in future.
an open culture that encourages feedback and We strive for the development of communities
discussion. An extensive program Training Need surrounding us. Investment in the communities
Assessment (TNA) in this regard is in place. we operate in, and near, is a strong focus for
Moreover, Apprenticeship and Management Cherat Cement. Further details on this topic are
Trainee Programs are also in place. presented under the next section of Corporate
Social Responsibility.
127
Corporate Social Responsibility Highlights
The Company actively participates in various social d) Approved Religious Institutions
work initiatives as part of its corporate social The Company also takes pride in supporting
responsibility. Being a diligent member of the religious education and knowledge by
corporate community, the Company contributes supporting approved religious institutions.
generously to various social and charitable causes
including towards health, education and social 2. HEALTH
sectors. In the past, the Company has worked for the
rehabilitation of flood affectees, earthquake victims Support extended to health related initiatives
and IDPs. The Company has worked with many includes funding for hospitals and different
reputable organizations and NGOs. medical centres such as:
128
trusts and schools for their education and TREE PLANTATION ACTIVITY
vocational training including:
Along with education and health, environment also
• IBP School of Special Education
contributes in development of societies and
• The Society of Rehabilitation of Special Children
communities. As aiming to play a part in making a
• Karwan-e-Hayat for mental health
better community, the Company also contributed in
4. DEVELOPMENT AND COMMUNITY SUPPORT Tree Plantation Activity of WWF through donations
and funding.
Our operations are supported by our communities,
both directly and indirectly. And we know that
giving back to them and helping them develop
simply makes good sense in the long run for them
and for us. In this regard the Company has made
donations to:
a) Local government and bodies
Company supported local government and
bodies through donations for following events:
• Independence day ceremony
• First women expo 2017
• Nowshera cultural festival
129
Corporate Social CharityAccount
Responsibility During the year the Company made a
donation of Rs. 7.3M to the Ghulam
Faruque Welfare Trust, Aga Khan
Health University Hospital, The Kidney
Centre, Nowshera Lions Club, Ummah
• The Kidney Centre Welfare Trust, D.C. Nowshera, WWF
• The Aga Khan Pakistan, IBP School of Special
University Hospital Education and others.
• Nowshera Dialysis Centre
• Personal Treatments
Donations
Special Persons
Education & Development &
Community
Employment
• Local Governerment & Bodies
• IBP School of Special Education • Anjuman Kashan-e- Atfal-o-Naunihal
• Pakistan Hockey Federation
• The Society of Rehabilitation
• Ummah Welfare Trust
of Special Children
• Karawan-e-Hayat for
Mental Health
Cherat Cement Company Limited
130
Striving
for Excellence
in Corporate Reporting
131
Statement of Unreserved Compliance of International Financial
Reporting Standards (IFRSs) issued by International
Accounting Standards Board (IASB)
Cherat Cement Company Limited is preparing statutory financial statements in accordance with the IFRS issued
by IASB as notified under the Companies Act 2017 including the disclosure requirements of fourth schedule.
In addition to this, note 2.4 to the financial statement specify few standards and interpretations which are yet to
be effective in Pakistan. The Company believes that that the impact of the above standards and those referred in
note 2.4 does not have any material impact to the financial statements.
Omar Faruque
Karachi: August 29, 2018 Chairman
Cherat Cement Company Limited
132
Annual Report 2018
133
Glossary of Terms
AGM: A mandatory, public yearly gathering of a HR & RC: Human Resource and Remuneration
publicly traded company's executives, directors and Committee.
interested shareholders.
Amortization: To charge a regular portion of an
HSE: Health, Safety and Environment. expenditure over a fixed period of time.
EBITDA: Earnings before Interest, Taxes, Depreciation Joint Venture (JV): A business arrangement in which
and Amortization. two or more parties agree to pool their resources for
the purpose of accomplishing a specific task.
Return on Equity (ROE): The value found by dividing
the company's net income by its net assets (ROE KIBOR: Karachi Inter Bank Offer Rate.
measures the amount a company earns on
investments). Spread: Rate charged by the bank over KIBOR.
Current Ratio: The current ratio indicates a ISO 1[Link] A standard for the management of
company's ability to meet short-term debt environmental matters that is widely used in various
obligations. parts of the world.
Acid Test Ratio: The ratio of liquid assets to current Security: A pledge made to secure the performance of
liabilities. a contract or the fulfillment of an obligation.
Operating Cycle: The average time between Term: The maturity or length of time until final
purchasing or acquiring inventory and receiving cash repayment on a loan, bond, sale or other contractual
proceeds from its sale. obligation.
Earnings Per Share: Earnings found by dividing the Principal: In commercial law, the principal is the
net income of the company by the number of shares amount that is received, in the case of a loan, or the
of common outstanding stock. amount from which flows the interest.
Price-Earnings Ratio (P/E): The ratio found by Borrowing Cost: Finance costs that are directly
dividing market price per share by earnings per share attributable to the construction/acquisition of a
(This ratio indicates what investors think of the firm's qualifying assets and included in the cost of such
earnings' growth and risk prospects). asset.
Dividend Payout Ratio: The ratio found by dividing Qualifying Asset: An asset that takes substantial
the annual dividends per share by the annual period of time to get ready for its intended use/sale.
earnings per share.
Consortium Financing: Is a solution usually entails
Long Term Debt-to-Equity Ratio: The ratio found by several banks or financial institutions joining hands to
dividing long-term debt by the equity (all assets minus finance large projects through a common appraisal,
debts) held in stock (This is a measure of financial common documentation and joint supervision.
risk).
Diminishing Musharakah: Refers to joint ownership
IASB: International Accounting Standards Board. of asset by financier and borrower. The share of
financier in the asset is divided into number of units
Cherat Cement Company Limited
IAS: International Accounting Standards. and borrower will purchase those units periodically,
thus increasing his own share till complete
IFRS: International Financial Reporting Standard. ownership.
IFRIC: International Financial Reporting Issues Shariah-Compliant Finance / Banking: Facility which
Committee. meets all of the requirements of Shariah law and the
principles articulated for "Islamic Finance".
134
Financial
Statements
136 Auditors’ Report to the Members
141 Statement of Financial Position
142 Statement of Profit or Loss Account
143 Statement of Comprehensive Income
144 Statement of Cash Flow
Annual Report 2018
135
Independent Auditors’ Report
Opinion
We have audited the annexed financial statements of Cherat Cement Company Limited (the Company), which
comprise the statement of financial position as at 30 June 2018, and the statement of profit or loss and other
comprehensive income, the statement of changes in equity and 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 purposes 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 and other comprehensive income, the statement of changes in equity
and the 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 30 June 2018 and of the profit and other comprehensive income, the changes in equity and its cash flows for the
year then ended.
136
Following are the Key audit matters:
Key audit matters How the matter was addressed in our audit
As disclosed in note 4 to the financial statements, the We obtained an understanding of the Company’s
Company has incurred significant amount of capital process with respect to capital expenditure and tested
expenditure during the year for enhancement of controls relevant to such process.
production capacity.
We performed substantive audit procedures through
We focused on capital expenditure incurred during the inspection of project related contracts and documents
year as this represents a significant transaction for the supporting various components of the capitalized
year and involves certain judgemental areas, such as project costs.
capitalization of elements of eligible components of
cost as per the applicable financial reporting standards, We also considered whether the items of cost
therefore, we have identified this as a key audit matter. capitalized, including borrowing costs, meet the
recognition criteria of an asset in accordance with the
applicable financial reporting standards.
As disclosed in note 17 to the financial statements, We obtained and reviewed the financing agreements
the Company has obtained additional long term loans executed during the year. We inquired from the
amounting to Rs. 11,100 million to finance the plant management with respect to the future compliance
expansion project. of the covenants and tested controls related to such
compliance.
The Company’s key operating / performance indicators
including liquidity, gearing and finance costs are We circularized confirmations to the financing banks
directly influenced by the additions to its portfolio with outstanding loan balances at the year end. We
of borrowings. Further, financing arrangements also reviewed the maturity analysis of the financing
entail financial and non-financial covenants that the to ascertain the classification of loans as per their
Company is subject to compliance. remaining maturities.
The significance of new financings obtained during Further, we assessed the adequacy of the related
the year along with the sensitivity of the compliance disclosures are in accordance with the applicable
with underlying loan covenants are considered a key financial reporting standards.
area of focus during the audit and therefore, we have
identified this as a key audit matter.
137
Key audit matters How the matter was addressed in our audit
3. New Companies Act, 2017 (the Act) and its impact on the financial statements
As disclosed in note 1.2 to the financial statements, We assessed the procedures applied by the
the Act became applicable for the first time for the management for identification of the changes required
preparation of the Company’s financial statements for in the financial statements due the application of the
the year ended 30 June 2018. Act. We considered the adequacy and appropriateness
of the additional disclosures and changes to the
The Act forms an integral part of the statutory previous disclosures based on the new requirements.
financial reporting framework as applicable to the We also evaluated the sources of information used
Company and amongst others, prescribes the nature by the management for the preparation of the above
and content of disclosures in relation to various referred disclosures and the internal consistency of
elements of the financial statements. In the case of the such disclosures with other elements of the financial
Company, specific additional disclosures and changes statements.
to the existing disclosures have been included in the
financial statements as disclosed in note 2.3 to the
financial statements.
Information Other than the Financial Statements and Auditors’ 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 our auditors’ 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.
138
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 are 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 auditors’ 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 auditors’ 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.
139
We also provide 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 auditors’ 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 and other 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 auditors’ report is Khurram Jameel.
Chartered Accountants
Place: Karachi
Date: 03 September, 2018
140
Statement of Financial Position
as at June 30, 2018
NON-CURRENT ASSETS
Fixed assets
Property, plant and equipment 4 23,805,845 13,632,864
Intangible assets 5 15,406 19,210
23,821,251 13,652,074
Long-term investments 6 396,794 566,275
Long-term loans 7 686 625
Long-term deposits 19,008 19,008
416,488 585,908
24,237,739 14,237,982
CURRENT ASSETS
Stores, spare parts and loose tools 8 2,778,907 2,210,312
Stock-in-trade 9 753,638 843,820
Trade debts 10 188,272 130,767
Loans and advances 11 84,081 37,323
Trade deposits and short-term prepayments 12 25,940 12,140
Other receivables 13 1,599,017 985,030
Taxation – net 804,915 303,562
Cash and bank balances 14 47,052 45,814
6,281,822 4,568,768
TOTAL ASSETS 30,519,561 18,806,750
EQUITY AND LIABILITIES
SHARE CAPITAL AND RESERVES
Share capital 15 1,766,318 1,766,318
Reserves 16 9,407,430 8,695,389
11,173,748 10,461,707
NON-CURRENT LIABILITIES
Long-term financings 17 14,700,000 4,840,508
Long-term security deposits 18 17,667 15,741
Deferred taxation 19 975,640 917,306
15,693,307 5,773,555
CURRENT LIABILITIES
Trade and other payables 20 1,990,431 812,964
Accrued mark-up 21 230,024 146,343
Short-term borrowings 22 963,947 1,500,411
Current maturity of long-term financing 17 400,000 60,057
Unclaimed dividend 68,104 51,713
3,652,506 2,571,488
CONTINGENCIES AND COMMITMENTS 23
TOTAL EQUITY AND LIABILITIES 30,519,561 18,806,750
The annexed notes from 1 to 42 form an integral part of these financial statements.
141
Statement of Prof it or Loss
for the year ended June 30, 2018
The annexed notes from 1 to 42 form an integral part of these financial statements.
142
Statement of Comprehensive Income
for the year ended June 30, 2018
2018 2017
(Rupees in ‘000)
The annexed notes from 1 to 42 form an integral part of these financial statements.
143
Statement of Cash Flows
for the year ended June 30, 2018
The annexed notes from 1 to 42 form an integral part of these financial statements.
144
Statement of Changes in Equity
for the year ended June 30, 2018
Reserves
Capital Reserves Revenue Reserves
Issued,
Subscribed Unreal-
Actuarial
and Paid-up Unappro- ised gain/ Total
Share gain / (loss) (loss) on
Capital Others General priated Sub-total
premium on available-
Reserve profit gratuity for-sale
fund securities
(Rupees in ‘000)
Balance as at July 01, 2016 1,766,318 1,047,658 50,900 420,000 5,009,489 246,517 599,306 7,373,870 9,140,188
Final cash dividend for the
year ended June 30, 2016 @
Rs. 2.25/- per share - - - - (397,422) - - (397,422) (397,422)
Interim cash dividend for the
year ended June 30, 2017 @
Re. 1.00/- per share - - - - (176,632) - - (176,632) (176,632)
Net profit for the year - - - - 1,956,562 - - 1,956,562 1,956,562
Other comprehensive income - - - - - 180,945 (241,934) (60,989) (60,989)
The annexed notes from 1 to 42 form an integral part of these financial statements.
145
Notes to and Forming Part of the
Financial Statements for the year ended June 30, 2018
1. THE COMPANY AND ITS OPERATIONS
1.1 Cherat Cement Company Limited (the Company) was incorporated in Pakistan as a public company
limited by shares in the year 1981. The Company is listed on Pakistan Stock Exchange Limited. Its main
business activity is manufacturing, marketing and sale of cement. The geographical location and addresses
of the Company’s business units / immovable assets are as under:
Business Unit Address
Head Office Modern Motors House, Beaumont Road, Karachi
Registered Office / Factory (immovable assets) Village Lakrai, P.O Box 28, District Nowshera (Land
measuring area - 286.8 acres)
Sales Office Peshawar First Floor, Betani Arcade, University Road, Peshawar
Sales Office Lahore 3, Sunder Das Road, Lahore
Sales Office Islamabad First Floor, Razia Sharif Plaza, Jinnah Avenue, Blue
Area, Islamabad
1.2 Summary of significant transactions and events that have affected Company’s financial position and
performance during the year are as follows:
- As disclosed in note 4.4, the Company has incurred capital expenditure on Line – III including
Waste Heat Recovery (WHR) during the year amounting Rs. 9,427 million which will increase the
Company’s production capacity of clinker by 6,700 tons per day to 14,400 tons per day. The project
is expected to be commissioned in next financial year.
- As disclosed in note 17.3, the Company has obtained a syndicated long-term finance from Islamic
banks amounting to Rs. 13,000 million out of which Rs. 10,000 million has been drawn for the
purpose of capital expenditure incurred on Line - III.
- During the year, the Companies Act, 2017 (the Act) has been promulgated which requires additional
disclosures to be included in these financial statements.
2. BASIS OF PREPARATION
2.1 Statement of compliance
These financial statements have been prepared in accordance with the accounting and reporting standards
as applicable in Pakistan. The accounting and reporting standards applicable in Pakistan comprise of:
- International Financial Reporting Standards (IFRS) issued by the International Accounting Standards
Board (IASB) as notified under the Act; and
- Provisions of and directives issued under the Act.
Where provisions of and directives issued under the Act differ from the IFRS, the provisions of and
directives issued under the Act have been followed.
2.2 Accounting convention
These financial statements have been prepared on the basis of historical cost convention except for
certain investments that have been measured at fair value.
2.3 New standards and amendments
The accounting policies adopted in the preparation of these financial statements are consistent with
those of the previous financial year except that the Company has adopted the following accounting
amendments of IFRSs which became effective for the current year:
IAS 12 - Income Taxes – Recognition of Deferred Tax Assets for Unrealized losses (Amendments)
146
The adoption of the above amendments did not have any material effect on the financial statements.
Further, during the year, the Act became applicable. The Act has brought certain changes with regard to
the preparation and presentation of these financial statements. These changes, amongst others, include
changes in nomenclature of the primary statements. Further, the disclosure requirements under the Act
have been revised, resulting in elimination of duplicative disclosures with the IFRS disclosure requirements
and incorporation of additional / amended disclosures as amended in notes 1.1, 1.2, 4.1.6, 6.4, 15.4, 18,
28.2, 28.2.1, 31.2, 35, 36.1 and 37.
The following standards, amendments and interpretations with respect to the approved accounting
standards as applicable in Pakistan would be effective from the dates mentioned below against the
respective standard or interpretation.
IAS - 28 Long-term Interests in Associates and Joint Ventures – (Amendments) 01 January 2019
IAS - 40 Investment Property: Transfers of Investment Property (Amendments) 01 January 2018
The above standards and interpretations are not expected to have any material impact on the Company's
financial statements in the period of initial application except for IFRS 15 – Revenue from contracts with
customers. The Company is currently evaluating the impact of the said standard.
In addition to the above standards and improvements to various accounting standards have
also been issued by the IASB in December 2016 and December 2017. Such improvements are
generally effective for accounting periods beginning on or after 01 January 2018 and 01 January
2019 respectively. The Company expects that such improvements to the standards will not have
any material impact on the Company's financial statements in the period of initial application.
147
The IASB has also issued the revised Conceptual Framework for Financial Reporting (the Conceptual
Framework) in March 2018 which is effective for annual periods beginning on or after 1 January 2020 for
preparers of financial statements who develop accounting policies based on the Conceptual Framework.
The revised Conceptual Framework is not a standard, and none of the concepts override those in any
standard or any requirements in a standard. The purpose of the Conceptual Framework is to assist IASB in
developing standards, to help preparers develop consistent accounting policies if there is no applicable
standard in place and to assist all parties to understand and interpret the standards.
Further, following new standards have been issued by IASB which are yet to be notified by the SECP for
the purpose of applicability in Pakistan.
148
2.5.3 Stock-in-trade, stores, spare parts and loose tools
The Company reviews the net realizable value (NRV) of stock-in-trade and stores, spare parts and loose
tools to assess any diminution in the respective carrying values. NRV is estimated with reference to the
estimated selling price in the ordinary course of business less the estimated costs of completion and
estimated costs necessary to make the sale.
Certain actuarial assumptions have been adopted for valuation of present value of defined benefit
obligations and fair value of plan assets. Any change in these assumptions in future years might affect
gains and losses in those years. The actuarial valuation involves making assumptions about discount rates,
expected rates of return on assets, future salary increases and mortality rates.
2.5.5 Contingencies
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 availability
of the latest information, estimates the value of contingent assets and liabilities which may differ on the
occurrence / non-occurrence of the uncertain future events.
Maintenance and repairs are charged to statement of profit or loss as and when incurred. Major renewals
and improvements which increase the asset’s remaining useful economic life or the performance beyond
the current estimated levels are capitalized and the assets so replaced, if any, are retired.
Gains or losses on disposal of operating property, plant and equipment, if any, are recognised in the
statement of profit or loss.
The carrying values of operating property, plant and equipment are reviewed for impairment annually
when events or changes in circumstances indicate that the carrying values may not be recoverable. If
such indications exist and where the carrying values exceed the estimated recoverable amounts, the
assets are written down to the recoverable amounts.
An intangible asset is recognised if it is probable that the future economic benefits that are attributable to
the asset will flow to the enterprise and the cost of such assets can also be measured reliably.
Computer software and implementation costs that are directly associated with the computer and computer
controlled machines which cannot operate without the related specific software, are included in the
cost of respective assets. Software which is not an integral part of the related hardware is classified as
intangible assets.
Intangible assets are stated at cost less accumulated amortisation and impairment loss, if any. Intangible
assets are amortised on a straight-line method when assets are available for use. Amortisation is charged
from the month of the year in which addition / capitalization occurs while no amortisation is charged in
the month in which an asset is disposed off.
149
3.2 Investments
3.2.1 Joint Ventures
The Company has interest in joint ventures which are jointly controlled entities. The Company combines
its share and recognises its interest in the joint ventures using the equity method. Under equity method,
the investment in joint ventures is carried in the statement of financial position at cost plus post acquisition
changes in the Company’s share of net assets of the joint ventures. Statement of profit or loss reflects the
share of the results of operations of joint ventures.
After application of the equity method, the Company determines whether it is necessary to recognise
an additional impairment loss on the Company’s investment in joint ventures. The Company determines
at each reporting date whether there is any objective evidence that the investment in joint ventures is
impaired. If this is the case the Company calculates the amount of impairment loss as the difference
between the recoverable amount of joint ventures and their carrying value and recognises the amount in
the statement of profit or loss.
Financial statements of joint ventures are prepared for same reporting period as that of the Company,
using consistent accounting policies in line with that of the Company.
3.2.2 Available-for-sale securities
Available for sale investments are initially recognised at cost, being the fair value of the consideration
paid including transaction cost. Subsequent to initial recognition, these investments are re-measured at
fair value (quoted market price).
Any gain or loss from a change in the fair value of investments available for sale is recognised directly in
other comprehensive income as unrealised, unless sold, collected or otherwise disposed off, or until the
investment is determined to be impaired, at which time cumulative gain or loss previously taken to other
comprehensive income is recognised in the statement of profit or loss account of the year.
3.2.3 Designated through profit or loss
Financial assets that are acquired principally for the purpose of generating profit from short-term
fluctuation in prices are classified as ‘financial assets at fair value through profit or loss’ category.
These investments are initially recognized at fair value, relevant transaction costs are taken directly to
statement of profit or loss account and subsequently measured at fair value. Net gains and losses arising
on changes in fair value of these financial assets are taken to the statement of profit or loss account in the
period in which they arise.
3.3 Stores, spare parts and loose tools
These are valued at lower of weighted average cost and NRV except items-in-transit which are stated at
invoice values plus other charges paid thereon upto the date of statement of financial position.
Provision / write-off, if required, is made in the financial statements for slow moving, obsolete and
unusable items to bring their carrying value down to NRV.
3.4 Stock-in-trade
Raw materials and finished goods are valued at lower of average cost and NRV, except items in-transit, if
any, are valued at cost comprising invoice values plus other charges incurred thereon up to the statement
of financial position date.
Cost signifies in relation to:
Raw and packing material - Purchase cost on average basis
Finished goods and work-in-process - Cost of direct material, labour and proportion of
manufacturing overheads
Work-in-process is valued at average cost of raw-materials including a proportionate of manufacturing
overheads.
Provision, if required is made in the financial statements for slow moving, obsolete and unusable items
to bring their carrying value down to NRV.
150
3.5 Trade debts
These are recognised at invoice value less provision for uncollectible amounts. Provision for doubtful
debts is based on management’s assessment of customer’s credit worthiness. Bad debts are written-off
when there is no realistic prospect of recovery.
These are stated at cost. For the purpose of statement of cash flows, cash and cash equivalents comprise
of cash in hand and bank balances.
Ordinary shares are classified as equity and recognized at their face value. Incremental costs directly
attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the
proceeds.
3.8 Borrowings
Borrowings are initially recognized at fair value, net of transaction costs incurred and subsequently carried
at amortized cost using the effective interest method.
Borrowings are classified as current liabilities unless the Company has an unconditional / contractual
right to defer settlement of the liability for at least twelve months after the statement of financial position
date.
Liabilities for trade and other payables are carried at cost which is the fair value of the consideration to be
paid in future for goods and services received, whether or not billed to the Company.
All financial assets and liabilities are recognised at the time when the Company becomes party to the
contractual provisions of the instrument and are de-recognised in case of assets, when the contractual
rights under the instrument are realised, expired or surrendered and in case of a liability, when the
obligation is discharged, cancelled or expired. Any gain / (loss) on the recognition and de-recognition of
the financial assets and liabilities is included in the statement of profit or loss for the period in which it
arises.
Financial assets and liabilities are offset and the net amount reported in the statement of financial position
if, and only if, there is a currently enforceable legal right to offset the recognised amounts and there is an
intention to settle on a net basis or to realize the assets and settle liabilities simultaneously. Incomes and
expenses arising from such assets and liabilities are also offset accordingly.
Transactions in foreign currencies are translated into Pak Rupees at the foreign exchange rate ruling at
the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the date
of statement of financial position are translated into Pak Rupees at the foreign exchange rate prevailing at
that date. Foreign exchange gains and losses resulting from the settlement of such transactions and from
the translations at the year-end exchange rates of monetary assets and liabilities denominated in foreign
currencies are recognised in the statement of profit or loss account.
151
3.13.2 Other income
Dividend income is recognised when the right to receive such payment is established.
The Company operates an approved and funded gratuity scheme for all eligible employees who have
completed the minimum qualifying period of service. The scheme is administered by the trustees nominated
under the trust deed. The contributions to the scheme are made in accordance with actuarial valuation
using Projected Unit Credit method. Actuarial gains and losses are recognized in full in the period in which
they occur in the other comprehensive income. All the past service costs are recognised at the earlier of
when the amendments or curtailment occurs and when the Company has recognised related restructuring
or terminations benefits.
The Company operates an approved defined contributory provident fund scheme for all permanent
employees who have completed the minimum qualifying period of service. Equal monthly contributions
are made by the Company and the employees to the Fund at the rate of 8.33 percent of basic salary.
3.15 Provisions
Provisions are recognised when the Company has a present (legal or constructive) obligation as a result of
past events, it is probable that an outflow of resources embodying economic benefits will be required to
settle the obligation and a reliable estimate of the obligation can be made. Provisions are reviewed at each
statement of financial position date and adjusted to reflect the current best estimate.
3.16 Taxation
3.16.1 Current
Provision for current tax is based in accordance with Income Tax Ordinance, 2001.
3.16.2 Deferred
Deferred tax is recognised using the balance sheet liability method, on all temporary differences arising
between the tax bases of assets and liabilities and their carrying amounts appearing in the financial
statements. Deferred tax liabilities are recognised for all taxable temporary differences. Deferred tax assets
are recognised for all deductible temporary differences to the extent that it is probable that the temporary
differences will reverse in the future and taxable income will be available against which the temporary
differences can be utilized.
The carrying amount of deferred tax assets is reviewed at each statement of financial position date and
reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all
or part of the deferred tax assets to be utilized.
As the provision for taxation has been made partially under the normal basis and partially under the final
tax regime, therefore, the deferred tax liability has been recognised on a proportionate basis in accordance
with TR 27 issued by the Institute of Chartered Accountants of Pakistan.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the period
when the asset is realised or the liability is settled, based on tax rates that have been enacted or substantially
enacted by the statement of financial position date.
152
3.17 Sales tax
Revenues, expenses and assets are recognized, net off amount of sales tax except:
- Where sales tax incurred on a purchase of asset or service is not recoverable from the taxation
authorities, in which case the sales tax is recognised as part of the cost of acquisition of the asset or
as part of the expense item as applicable; and
- Receivables or payables that are stated with the amount of sales tax included; and
- The net amount of sales tax recoverable from, or payable to, the taxation authorities is included as
part of receivables or payables in the statement of financial position.
The Company presents basic and diluted earnings per share (EPS) data for its ordinary shares. Basic EPS
is calculated by dividing the profit or loss attributable to ordinary shareholders of the Company by the
weighted average number of ordinary shares outstanding during the period. Diluted EPS is determined
by adjusting the profit or loss attributable to ordinary shareholders and the weighted average number of
ordinary shares outstanding for the effects of all dilutive potential ordinary shares.
3.19 Borrowing costs
Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily
takes a substantial period of time to get ready for its intended use or sale are capitalized as part of the cost of
the respective assets. All other borrowing costs are expensed in the period in which they occur. Borrowing
costs consist of interest and other costs that an entity incurs in connection with the borrowing of funds.
3.20 Impairment
The carrying value of the Company’s assets except for inventories and deferred tax assets are reviewed at
each statement of financial position date to determine whether there is any indication of impairment. If any
such indication exists the asset’s recoverable amount is estimated and impairment losses are recognised in
the statement of profit or loss.
Dividend and appropriation to reserves are recognized in the financial statements in which these are
approved. Transfer between reserves made subsequent to the statement of financial position date is
considered as a non-adjusting event and is recognized in the financial statements in the period in which
such transfers are made.
These financial statements are presented in Pak Rupees, which is the Company’s functional and presentation
currency.
For management purposes, the activities of the Company are organized into one operating segment i.e.,
manufacturing, marketing and sale of cement. The Company operates in the said reportable operating
segment based on the nature of the products, risks and returns, organizational and management structure,
and internal financial reporting systems. Accordingly, the figures reported in the financial statements are
related to the Company’s only reportable segment.
Note 2018 2017
4. PROPERTY, PLANT AND EQUIPMENT (Rupees in ‘000)
153
4.1 Operating property, plant and equipment
4.1.1 Following is a statement of operating property, plant and equipment:
CO ST DEPRECIATION
Book
Depreciation
2018 As at As at As at
value
rate % per
Additions/ As at Charge as at
Description July 01, June 30, July 01, Disposals for the June 30, annum
(disposals) June 30,
2017 2018 2017 year 2018 2018
(Rupees in ‘000)
Freehold land 1,605 - 1,605 - - - - 1,605 -
Leasehold land 7,065 - 7,065 - - - - 7,065 -
Building on
leasehold land 2,610,075 90,955 2,701,030 477,718 - 165,874 643,592 2,057,438 7.5
Plant and machinery 12,010,573 197,961 12,153,773 3,769,858 621,167 4,341,979 7,811,794 5-7.5
(54,761) (49,046)
Power and other
installations 2,254,194 40,010 2,294,105 202,319 - 214,024 416,287 1,877,818 10-20
(99) (56)
Furniture and fittings 46,648 4,040 50,587 19,613 - 2,627 22,156 28,431 10-20
(101) (84)
Quarry, factory and
laboratory equipment 666,025 46,236 712,261 399,281 - 39,624 438,905 273,356 10-20
Motor vehicles 246,834 52,338 282,458 109,098 - 28,733 128,376 154,082 20
(16,714) (9,455)
Office equipment 36,732 22,387 58,962 12,918 - 3,255 16,111 42,851 10-20
(157) (62)
Computers 82,824 13,555 96,207 62,486 - 10,742 73,074 23,133 33.33
(172) (154)
17,962,575 467,482 18,358,053 5,053,291 - 1,086,046 6,080,480 12,277,573
(72,004) (58,857)
CO ST DEPREC IATION
Book
Depreciation
2017 As at
value
rate % per
As at As at Charge As at as at
Description July 01, Additions/
June 30, July 01, Disposals for the June 30, annum
June 30,
2016 (disposals) 2016
2017 year 2017 2017
(Rupees in ‘000)
Freehold land 1,605 - 1,605 - - - - 1,605 -
Leasehold land 7,065 - 7,065 - - - - 7,065 -
Building on
leasehold land 630,166 1,979,909 2,610,075 385,814 - 91,904 477,718 2,132,357 7.5
Plant and
machinery 5,864,491 6,222,598 12,010,573 3,396,945 - 409,652 3,769,858 8,240,715 5-7.5
(76,516) (36,739)
Power and other
installations 169,225 2,085,192 2,254,194 90,960 - 111,482 202,319 2,051,875 10-20
(223) (123)
Furniture and fittings 26,507 20,177 46,648 17,874 - 1,771 19,613 27,035 10-20
(36) (32)
Quarry, factory and
laboratory
equipment 562,883 103,142 666,025 363,257 - 36,024 399,281 266,744 10-20
Motor vehicles 222,365 53,737 246,834 101,384 - 29,285 109,098 137,736 20
(29,268) (21,571)
Office equipment 19,501 17,866 36,732 11,475 - 1,870 12,918 23,814 10-20
(635) (427)
Computers 63,750 19,764 82,824 55,248 - 7,925 62,486 20,338 33.33
(690) (687)
7,567,558 10,502,385 17,962,575 4,422,957 - 689,913 5,053,291 12,909,284
(107,368) (59,579)
154
4.1.2 Significant operating fixed assets of each line, other than disclosed in note 1.1, inter alia, also includes
following:
Crusher
Raw mill / press
Coal mill
Cooler
Kiln
Cement mill / press
Packing machine
Waste heat recovery plant
Generators (Wartsila and Caterpillar)
4.1.4 The depreciation for the year has been allocated as follows:
Cost of sales 25 1,058,451 669,667
Distribution costs 26 13,864 10,070
Administrative expenses 27 13,731 10,176
1,086,046 689,913
4.1.5 Disposal of operating property, plant and equipment:
155
Book Sale Gain / Particulars of buyers and
Description Cost value proceeds (loss) Mode of disposal relationship ([Link])
(Rupees in ‘000)
Motors Vehicles
Honda CD – 100
Reg. No. PL - 153 66 8 26 18 Tender Mr. Shahid Nawaz – Islamabad
[Link] None of the buyers had any relationship with the directors of the Company.
4.1.6 The market value of property, plant and equipment assessed by an independent valuer as of May 2017 amounts
to Rs. 32.132 billion (2017: Rs. 21.327 billion) however, the same has not been incorporated in these financial
statements.
156
4.2 Capital work-in-progress – Line – I
Building Quarry,
Plant and Power Furniture
on Motor factory
Description machinery Computers and other and Total
leasehold vehicles and lab
(4.2.1) installations fittings
land (4.2.1) equipment
(Rupees in ‘000)
Balance as at
June 30, 2016 16,212 24,699 - 600 - 30,091 2,121 73,723
Capital expenditure
incurred / advances made
during the year 42,125 433,202 16,485 21,309 62,127 73,326 5,707 654,281
Transferred to operating
property, plant and
equipment (21,871) (214,629) (14,914) (19,002) (51,247) (98,005) (7,742) (427,410)
Balance as at June 30, 2017 36,466 243,272 1,571 2,907 10,880 5,412 86 300,594
Capital expenditure
incurred / advances
made during the year 73,076 1,623,034 12,276 1,303 58,819 43,184 24,563 1,836,255
Transferred to
operating property,
plant and equipment (72,874) (118,179) (13,505) (4,210) (52,338) (44,984) (24,442) (330,532)
Balance as at
June 30, 2018 36,668 1,748,127 342 - 17,361 3,612 207 1,806,317
4.2.1 Represent costs incurred on the installation of the Captive Power Plant Generators and include borrowing
costs capitalized during the year amounting to Rs. 18.66 million in respect of conventional banking (2017:
Nil) by using a capitalization rate of 6.71% (2017: Nil).
157
4.3.1 Represent costs incurred on the installation of Line – II at the existing location in Nowshera, Khyber
Pakhtunkhwa Province and include borrowing costs capitalized during the year amounting to Nil in
respect of Islamic banking (2017: Rs. 119.21 million) and Nil in respect of conventional banking (2017:
Rs. 19.10 million) by using a capitalization rate of Nil (2017: 6.93%).
Building Quarry,
Power Furniture
on Plant and Motor factory
Description leasehold machinery
Computers and other
vehicles and lab
and Total
installations fittings
land equipment
(Rupees in ‘000)
Balance as at June 30, 2016 - - - - - - - -
Capital expenditure incurred /
advances made during
the year (4.4.1) 18,543 248,071 - - - - - 266,614
Balance as at June 30, 2017 18,543 248,071 - - - - - 266,614
4.4.1 Represent costs incurred on the installation of Line – III at the existing location in Nowshera, Khyber
Pakhtunkhwa Province and include borrowing costs capitalized during the year amounting to Rs. 215.75
million in respect of Islamic banking (2017: Nil) by using a capitalization rate of 7.38% (2017: Nil).
5. INTANGIBLE ASSETS
C OST AMORTIZATION
Book
value Amortization
Additions Charge
Description As at As at As at
for the
As at as at Rate %
during the per annum
July 01, June 30 July 01 June 30 June 30,
year year
(Rupees in ‘000)
Computer software
2018 38,042 - 38,042 18,832 3,804 22,636 15,406 10
5.1 The amortisation for the year has been allocated as follows:
Note 2018 2017
(Rupees in ‘000)
6. LONG-TERM INVESTMENTS
158
6.1 Available-for-sale securities 2018 2017
(Rupees in ‘000)
Cherat Packaging Limited
2,468,406 (2017: 2,174,808) fully paid ordinary shares of Rs. 10/- each. 354,685 517,126
Mirpurkhas Sugar Mills Limited
262,500 (2017: 262,500) fully paid ordinary shares of Rs. 10/- each. 34,456 41,459
389,141 558,585
6.2 Interest in a joint venture - Madian Hydro Power Limited (MHPL)
Company’s share in net assets 106,705 106,705
Less: Impairment loss (106,705) (106,705)
- -
6.2.1 Represents 10,744,997 shares (2017: 10,744,997 shares) representing 50% (2017: 50%) interest in MHPL
a public unlisted company, which is a joint venture of the Company and Shirazi Investments (Private)
Limited. MHPL is formed to build, operate and maintain hydro power generation plant at Madian over
River Swat for the generation and supply of electric power. Technical feasibility of MHPL was completed
in 2009, which was approved by Private Power and Infrastructure Board (PPIB). Due to deteriorated law
and order situation in Swat and adjoining areas the project delayed. During last year, Private Power and
Infrastructure Board (PPIB) has terminated the Letter of Intent (LOI) issued to the Company. In view of the
aforesaid uncertain situation, the management decided to write-off the investment completely.
Unaudited Audited
Note 2018 2017
Investment in a joint venture – UniEnergy Limited
6.3 (Rupees in ‘000)
Cost of investment 6.3.1 7,690 7,690
Share of losses (37) -
7,653 7,690
6.3.1 Represents 768,999 (2017: 768,999) shares of Rs. 10 each representing 7.69% interest in UniEnergy
Limited (UEL), a public unlisted company. UEL is formed for the generation and transmission of wind
power, however, the company has not yet commenced its commercial operations.
6.4 Investments in associated companies and undertakings have been made in accordance with the
requirements of the Act.
Note 2018 2017
7. LONG-TERM LOANS – secured, considered good (Rupees in ‘000)
Employees 7.1 2,740 2,879
Less: Current maturity 11 (2,054) (2,254)
686 625
7.1 Represent loans given to employees as per the Company’s policy. These loans carry mark-up 10% per
annum (2017: 10% per annum) and are repayable within 3 to 6 years. These loans are secured against
the provident fund balances of the respective employees. These loans do not exceed Rs. 1 million to any
employee.
2018 2017
8. STORES, SPARE PARTS AND LOOSE TOOLS (Rupees in ‘000)
Stores 1,508,276 1,097,348
Spare parts 941,147 888,195
Loose tools 1,468 719
2,450,891 1,986,262
Stores and spare parts in transit 328,016 224,050
2,778,907 2,210,312
159
9. STOCK-IN-TRADE
Note 2018 2017
(Rupees in ‘000)
Raw and packing material 146,179 120,557
Work-in-process 422,652 556,621
Finished goods 184,807 166,642
753,638 843,820
10.1 These are secured by way of postdated cheques and promissory notes and do not include any receivables
in respect of export sales.
Note 2018 2017
11. LOANS AND ADVANCES – considered good (Rupees in ‘000)
Advances to suppliers 11.1 & 11.2 82,027 35,069
Current portion of long-term loans 7 2,054 2,254
84,081 37,323
11.1 Sector wise analysis is as follows:
Government sector – secured 49,533 -
Other sectors – unsecured 32,494 35,069
82,027 35,069
11.2 These advances do not carry any interest.
160
2018 2017
(Rupees in ‘000)
Current service cost 35,885 33,116
Interest cost 36,800 27,907
Expected return on plan assets (70,556) (45,592)
Expense recognized 2,129 15,431
Experience adjustment arising on plan liabilities losses 18,268 39,229
Return on plan assets excluding interest income gains 400,823 (220,174)
419,091 (180,945)
Principal actuarial assumptions used are as follows: 2018 2017
(Percentage)
161
Sensitivity analysis 2018
Discount rate Salary increase
+100 bps -100 bps +100 bps -100 bps
(Rupees in ‘000)
Present value of obligations 519,099 564,207 565,713 517,401
2018 2017
Composition of plan assets is as follows: (Rupees in ‘000)
Defence Savings Certificates / PIBs / T-bills 40,757 52,903
Special Savings Certificates - 26,388
Mutual funds / Shares 490,673 787,231
Bank balances 14,521 21,140
545,951 887,662
The expected return on plan assets is based on the market expectations and depends upon the asset
portfolio of the Company, at the beginning of the period, for returns over the entire life of related obligation.
The return on plan assets was assumed to equal the discount rate. Actual loss on plan assets during the
year amounts to Rs. 330.268 million (2017: Actual return on plan assets Rs. 265.767 million).
2018 2017
13.2 Provident fund
(Unaudited)
(Rupees in ‘000)
13.2.1 Investments out of provident fund have been made in accordance with the provisions of section 218 of
the Act and the regulations formulated for this purpose.
Note 2018 2017
14. CASH AND BANK BALANCES
(Rupees in ‘000)
Cash in hand
Foreign currency 14 67
Local currency 3,755 7,997
3,769 8,064
Bank balances
Islamic banks
Current accounts 576 2,649
Conventional banks
Current accounts 18,627 29,356
Saving accounts 14.1 24,080 5,745
42,707 35,101
47,052 45,814
14.1 These carry effective profit rate of 4% (2017: 3.75%) per annum.
162
15. SHARE CAPITAL
2018 2017
15.3 Following is the detail of shares held by the related parties: Number of shares
Faruque (Private) Limited 38,266,685 37,073,485
Cherat Packaging Limited 4,843,362 4,843,362
Mirpurkhas Sugar Mills Limited 5,770,252 5,770,252
Greaves Pakistan (Private) Limited 2,199,093 2,199,093
Zensoft (Private) Limited 20,000 20,000
51,099,392 49,906,192
15.4 Voting rights, Board selection, right of first refusal and block voting are in proportion to the
shareholding.
Note 2018 2017
16. RESERVES (Rupees in ‘000)
Capital reserves
Share premium 1,047,658 1,047,658
Others 16.1 50,900 50,900
1,098,558 1,098,558
Revenue reserves
General reserves 420,000 420,000
Unappropriated profit 7,729,273 6,391,997
Actuarial gain on gratuity fund 8,371 427,462
Unrealized gain on available-for-sale securities 151,228 357,372
8,308,872 7,596,831
9,407,430 8,695,389
16.1 This reserve was created due to amalgamation of Cherat Electric Limited with the Company.
17. LONG-TERM FINANCING – secured Note 2018 2017
(Rupees in ‘000)
Islamic banks
Syndicated Long-Term Finance Loan – Line - II 17.1 3,284,211 3,284,211
Waste Heat Recovery Loan – Line - II 17.2 - 600,565
Fixed Assets Refinance Loan – Line – II 17.2 - 300,000
Syndicated Long-Term Finance Loan – Line - III 17.3 10,000,000 -
13,284,211 4,184,776
Conventional banks
Syndicated Long-Term Finance Loan – Line - II 17.1 715,789 715,789
Captive Power Plant Loan 17.4 1,100,000 -
15,100,000 4,900,565
Less: Current maturity 17.1 (400,000) (60,057)
14,700,000 4,840,508
163
17.1 Represents long-term financing obtained from Islamic banks under Diminishing Musharika Scheme and a
term loan from a conventional bank. It carries mark-up at the rate of 6 months KIBOR + 0.7% per annum.
The financing is repayable in 10 equal semi-annual installments commencing after a grace period of 36
months from the date of first draw down i.e. March 2019. The financing is secured against first pari-passu
hypothecation charge of Rs. 12,670 million on plant and machinery and immovable fixed assets of the
Company.
17.2 During the year, early repayments have been made.
17.3 Represents a syndicated loan obtained from Islamic banks under Diminishing Musharika Scheme
amounting to Rs. 13,000 million. The loan carries a profit rate of 6 months KIBOR + 0.45% per annum.
The financing is repayable in 10 equal semi-annual installments commencing after a grace period of 36
months from the date of first drawdown i.e. April 2021. It is secured against first pari-passu hypothecation
charge of Rs. 17,334 million on plant and machinery and immovable fixed assets of the Company.
17.4 Represents a long-term financing obtained from a conventional bank amounting to Rs. 1,100 million
which carries mark-up at the rate of 6 months KIBOR+ 0.15% per annum. The financing is repayable in
10 equal semi-annual installments commencing after a grace period of 24 months from the date of first
draw down i.e. September, 2020. The financing is secured against first pari-passu hypothecation charge
of Rs. 1,467 million on plant and machinery of the Company.
18. LONG-TERM SECURITY DEPOSITS
Represent amount received from the dealers and contractors of the Company, which is utilised for the
purpose of the business in accordance with the related agreements.
Note 2018 2017
(Rupees in ‘000)
19. DEFERRED TAXATION
Accelerated tax depreciation 1,564,873 1,337,320
Unused tax loss / credit (589,233) (420,014)
975,640 917,306
20. TRADE AND OTHER PAYABLES
Creditors 388,149 142,276
Bills payable 517,708 254,942
Accrued liabilities 164,988 133,852
Advances from customers 72,300 100,559
Retention money 719,318 40,315
Workers’ Profits Participation Fund 20.1 113,019 130,250
Others 14,949 10,770
1,990,431 812,964
20.1 Workers’ Profits Participation Fund
Opening balance 130,250 109,812
Interest thereon 30 1,622 801
131,872 110,613
Less: Payment made during the year (131,872) (110,613)
- -
Charge for the year 28 113,019 130,250
Closing balance 113,019 130,250
164
Note 2018 2017
21. ACCRUED MARK-UP (Rupees in ‘000)
Islamic banks
Long-term financings 183,394 124,431
Conventional banks
Long-term financings 33,584 12,825
Short-term borrowings 13,046 9,087
46,630 21,912
230,024 146,343
22. SHORT-TERM BORROWINGS – secured
Short-term running finance – Conventional banks 22.1 963,947 1,500,411
22.1 Represents facilities obtained from various conventional banks amounting to Rs.3,300 million (2017:
Rs. 2,265 million) out of which Rs. 2,327 million (2017: Rs. 764.589 million) remains unutilized at the
year end. These facilities carry mark-up ranging from 3 months KIBOR + 0.50% per annum to 3 months
KIBOR + 0.75% per annum and 1 month KIBOR + 0.20% per annum to 1 month KIBOR + 0.75% per
annum. These facilities are secured against registered joint pari-passu hypothecation charge over stocks
and book debts for Rs. 4,400 million (2017: Rs. 3,003 million). Further, the Company has obtained credit
facilities from various Islamic banks amounting to Rs. 550 million (2017: Rs. 550 million) which remained
unutilized at the year end. These facilities are secured against registered pari-passu hypothecation charge
over stocks and book debts for Rs. 734 million (2017: Rs. 734 million).
23. CONTINGENCIES AND COMMITMENTS
23.1 Contingencies
- During the period from 1994 to 1999, excise duty was wrongly collected from the Company by the
Federal Board of Revenue (FBR) based on retail price inclusive of excise duty which has resulted in a
refund claim of Rs. 882 million. The Company challenged this matter in the Peshawar High Court (PHC).
The PHC and subsequently the Supreme Court of Pakistan (SCP) have agreed with the Company’s point
of view that excise duty shall not be included as component for determining the value i.e. retail price for
levying excise duty. While verifying the refund claim, the Collector of Excise and Sales Tax - Peshawar
issued a show cause notice to the Company raising certain objections against the release of said refund
including an objection that the burden of this levy has been passed on to the end customers. The Company
challenged this objection in the PHC which directed to appoint an independent firm of Chartered
Accountants for verification of this refund claim. However, based on an out of court settlement, the
Regional Tax Office (RTO) Peshawar carried out the verification of this refund claim based on the terms
of reference advised by the Federal Tax Ombudsman (FTO). RTO Peshawar finalized the report which
was not in line with the parameters given by the FTO, therefore, the FTO made a ruling for verification of
the adverse observations of the RTO Peshawar through an independent firm of Chartered Accountants.
This ruling of FTO was challenged by the FBR to the President of Pakistan who rejected representation
of the FBR and approved the recommendations of FTO with modification that the verification be carried
out by two reputed audit firms. The FBR filed writ petition in the PHC against the authority of FTO to
pass such an order. During the current year, the PHC has dismissed the above petition and directed FBR
to appoint two independent firms of Chartered Accountants to get the single point audit for verification
of the refund claim. The FBR filed review petition before the PHC and has also filed appeal before SCP.
- During the year ended June 30, 2013, the Company won apetition in the High Court of Sind (HCS)
against special excise duty levied by the FBR for the period from July 2007 to June 2011 which
resulted in a refund claim of Rs. 100.08 million. However, the FBR has challenged this decision in the
SCP where it is pending for adjudication.
- The Company has also filed various refund cases of Rs. 57 million (2017: Rs. 57 million) at different
appellate forums which are pending adjudication.
165
Keeping in view the inherent uncertainties involved in the above matters, the management as a m a t t e r
of prudence, has not recognized these refunds in the financial statements.
- The Competition Commission of Pakistan (CCP) passed an order in 2009 imposing a penalty of Rs.
6,312 million on the cement industry including a penalty of Rs. 226 million on the Company on
the alleged grounds of increase in prices of cement across the country. The Company challenging
the vires of law in the Lahore High Court for which appeal is pending adjudication. The Company
also filed a writ petition in the SCP challenging the aforesaid order which referred the matter to
the Appellate Tribunal (the Tribunal). However, the Company challenged the constitution of the
Tribunal on various legal grounds before the HCS, which has granted stay in the favour of Company.
- Government of Sindh imposed an infrastructure fee on the goods entering or leaving the province
through the Sindh Finance (Amendment) Ordinance, 2007 which was challenged in the HCS
which granted an interim relief in May 2011, whereby the goods of petitioners will be cleared by
the Excise and Taxation Department on payment of 50% of the disputed amount and on furnishing
bank guarantee for the balance 50% amount till the final outcome of the case. The Company
became a party to the arrangement in February 2014 and issued bank guarantees in favour of the
Department. During the year a new law was enacted in this regard with change in rates which
was challenged through a fresh petition in the HCS and similar type of stay was again obtained.
The amount of guarantee issued up to June 30, 2018 is Rs. 120 million (2017: Rs. 54 million).
- During the current year, the Mines and Mineral Department (the department) of Khyber
Pakhtunkhwa (KPK raised a demand order of Rs. 252 million on account of under reporting
of production by the Company. The Company filed an appeal against the demand order
before the Secretary of the department who rejected the appeal without addressing the
issue. The Company being aggrieved challenged the said decision and filed a writ petition
before the PHC which granted stay on this matter and the case is pending adjudication.
Based on the legal advices, the management believes that there are strong legal grounds for a favourable
outcome, accordingly, no provision for the above matters have been made in these financial statements.
166
25. COST OF SALES Note 2018 2017
(Rupees in ‘000)
Raw and packing material consumed
Opening stock 120,557 58,633
Purchases 1,906,115 1,157,641
2,026,672 1,216,274
Closing stock 9 (146,179) (120,557)
1,880,493 1,095,717
Duty drawback on exports (9,296) (7,120)
1,871,197 1,088,597
Manufacturing overheads
Salaries, wages and benefits 25.1 1,104,848 839,237
Stores and spare parts consumed 418,204 261,519
Fuel and power 6,161,587 3,698,323
Rent, rates and taxes 228,405 156,652
Insurance 112,061 54,546
Vehicle running expenses 71,811 52,966
Travelling and conveyance 15,789 11,389
Printing and stationery 3,167 1,260
Legal and professional charges 19,692 8,028
Laboratory expenses 206 210
Depreciation 4.1.4 1,058,451 669,667
Amortisation 5.1 3,353 2,344
Repairs and maintenance 46,152 45,812
Communication 2,749 5,378
Stores written-off 285 115
Others 15,392 13,604
11,133,349 6,909,647
Work-in-process
Opening 556,621 171,321
Closing 9 (422,652) (556,621)
Cost of goods manufactured 11,267,318 6,524,347
Finished goods
Opening 166,642 74,576
Closing 9 (184,807) (166,642)
11,249,153 6,432,281
25.1 Include expenditure in respect of provident fund and gratuity fund amounting to Rs. 25.15 million and
Rs. 1.51 million, respectively (2017: Rs. 17.60 million and Rs. 9.10 million, respectively).
26.1 Include expenditure in respect of provident fund and gratuity fund amounting to Rs. 6.85 million and Rs.
0.41 million, respectively (2017: Rs. 5.81 million and Rs. 2.91 million, respectively).
167
27. ADMINISTRATIVE EXPENSES Note 2018 2017
(Rupees in ‘000)
Salaries, wages and benefits 27.1 159,889 145,918
Travelling and conveyance 5,592 6,898
Staff training expenses 446 306
Vehicle running expenses 6,865 5,648
Communication 5,978 5,842
Printing and stationery 3,478 4,333
Rent, rates and taxes 3,822 3,703
Utilities 1,732 1,597
Repairs and maintenance 4,209 10,884
Legal and professional charges 26,221 15,736
Insurance 3,180 3,751
License and subscription 3,923 4,465
Advertisement 1,638 1,054
Depreciation 4.1.4 13,731 10,176
Amortisation 5.1 423 298
Entertainment 1,655 2,030
Others 2,476 2,470
245,258 225,109
27.1 Include expenditure in respect of provident fund and gratuity fund amounting to Rs.5.63 million and
Rs. 0.21 million, respectively (2017: Rs. 4.98 million and Rs. 1.85 million, respectively).
28.2 Donations
28.2.1 Recipients of donations do not include any donee in which any director or his spouse had any interest
except for donation paid to Ghulam Faruque Trust. Following directors of the Company are also trustees
of the said trust:
168
29. OTHER INCOME Note 2018 2017
(Rupees in ‘000)
Income from financial assets
Profit on bank accounts – conventional banks 826 1,138
Gain on redemption of short-term investments
– conventional mode - 2,186
Dividend income from a related party 20,160 21,973
20,986 25,297
Income from non-financial assets
Gain on disposal of operating property, plant and equipment 4.1.5 4,977 19,101
Reversal of Workers’ Welfare Fund (WWF) - 35,040
Scrap sales 51,854 53,858
Miscellaneous income 3,295 88
60,126 108,087
81,112 133,384
30. FINANCE COSTS
Islamic banks
Mark-up on long-term financings 250,647 132,887
Mark-up on short-term borrowings - 433
Bank charges and commission 1,285 317
251,932 133,637
Conventional banks
Mark-up on long-term financings 49,722 21,540
Mark-up on short-term borrowings 38,094 22,586
Bank charges and commission 15,215 9,651
103,031 53,777
Interest on workers’ profits participation fund 20.1 1,622 801
356,585 188,215
31. TAXATION
31.1 In view of the tax exemption on investment in Khyber Pakhtunkhwa and Baluchistan provinces under
clause 126L of Part I of the Second Schedule to the Income Tax Ordinance, 2001, profits and gains
are exempted on line – II. For this purpose, separate books of accounts have been maintained for both
lines (i.e., Line-I and Line-II). However, provision for Minimum Tax at the rate of 1.25% under section
113 of the Income Tax Ordinance, 2001 has been charged on local turnover of Line-I in these financial
statements.
31.2 The Company computes tax based on the generally accepted interpretations of the tax laws to ensure that
the sufficient provision for the purpose of taxation is available which can be analysed as follows:
31.3 Provision for taxation as per accounts is the aggregate of current tax expense and prior tax expense
recorded in subsequent period.
169
31.4 The Company has filed its return of income up to tax year 2017. However, the tax department has issued
a notice in respect of the following:
During the year ended June 30, 2017, the Company made investment in plant and machinery of Line -
II amounting to Rs. 9,057.65 million which was eligible for a tax credit amounting Rs. 905.77 million
under section 65B of the Income Tax Ordinance, 2001 (the tax credit). The tax credit is in addition to tax
exemption on profit and gains derived from Line - II under clause 126L of Part I of the Second Schedule
of the Income Tax Ordinance, 2001. The management believes that the Company is eligible for both the
above benefits for Line-II, and therefore, has taken both the benefits in the income tax return filed for
the tax year 2017. However, the tax department is of the opinion that any one of the two benefits will be
available to the Company i.e. tax exemption under clause 126L or the tax credit u/s 65B for Line – II. In
this connection, the department has issued notice under the Income Tax Ordinance, 2001 questioning
availing both the benefits hence the assessment is not deemed final. Accordingly, as a matter of prudence,
the management has recognised the benefit under clause 126L but has not recognised the tax credit u/s
65B of the Income Tax Ordinance, 2001 in these financial statement.
2018 2017
31.5 Reconciliation between tax expense and accounting profit (Rupees in ‘000)
Accounting profit before taxation 2,147,367 2,509,791
32.1 There is no dilutive effect on basic earnings per share of the Company.
170
33. LINE - WISE RESULTS Note 2018
Line - I Line - II Total
(Rupees in ‘000)
171
33.2 COST OF SALES
2018
Line - I Line - II Total
(Rupees in ‘000)
Raw and packing material consumed
Opening stock - 120,557 120,557
Purchases 677,966 1,228,149 1,906,115
677,966 1,348,706 2,026,672
Closing stock (466) (145,713) (146,179)
677,500 1,202,993 1,880,493
Duty drawback on exports (4,866) (4,430) (9,296)
672,634 1,198,563 1,871,197
Manufacturing overheads
Salaries, wages and benefits 604,391 500,457 1,104,848
Stores and spare parts consumed 305,916 112,288 418,204
Fuel and power 2,901,311 3,260,276 6,161,587
Rent, rates and taxes 94,776 133,629 228,405
Insurance 64,908 47,153 112,061
Vehicle running expenses 30,307 41,504 71,811
Travelling and conveyance 12,053 3,736 15,789
Printing and stationery 1,332 1,835 3,167
Legal and professional charges 12,318 7,374 19,692
Laboratory expenses 70 136 206
Depreciation 270,504 787,947 1,058,451
Amortisation 1,478 1,875 3,353
Repairs and maintenance 30,888 15,264 46,152
Communication 1,185 1,564 2,749
Stores written-off 285 - 285
Others 7,185 8,207 15,392
5,011,541 6,121,808 11,133,349
Work-in-process 2014
Opening 130,711 425,910 556,621
Closing (310,551) (112,101) (422,652)
Cost of goods manufactured 4,831,701 6,435,617 11,267,318
Finished goods
Opening 62,604 104,038 166,642
Closing (74,544) (110,263) (184,807)
4,819,761 6,429,392 11,249,153
172
33.4 ADMINISTRATIVE EXPENSES 2018
Line - I Line - II Total
(Rupees in ‘000)
Salaries, wages and benefits 59,159 100,730 159,889
Travelling and conveyance 2,069 3,523 5,592
Staff training expenses 165 281 446
Vehicle running expenses 2,561 4,304 6,865
Communication 2,212 3,766 5,978
Printing and stationery 1,287 2,191 3,478
Rent, rates and taxes 1,414 2,408 3,822
Utilities 641 1,091 1,732
Repairs and maintenance 1,536 2,673 4,209
Legal and professional charges 9,702 16,519 26,221
Insurance 1,176 2,004 3,180
License and subscription 1,451 2,472 3,923
Advertisement 606 1,032 1,638
Depreciation 5,082 8,649 13,731
Amortisation 155 268 423
Entertainment 612 1,043 1,655
Others 917 1,559 2,476
90,745 154,513 245,258
33.5 OTHER EXPENSES
Workers’ Profits Participation Fund 9,527 103,492 113,019
Auditors’ remuneration 3,629 88 3,717
Donations 6,843 460 7,303
Share of loss from associate 37 - 37
Exchange loss - 9,890 9,890
20,036 113,930 133,966
33.6 OTHER INCOME
Income from financial assets
Profit on bank accounts – conventional banks 826 - 826
Dividend income from a related party
- Cherat Packaging Limited 20,160 - 20,160
20,986 - 20,986
Income from non-financial assets
Gain on disposal of operating property, plant and
equipment 4,977 - 4,977
Scrap sales 2,780 49,074 51,854
Miscellaneous income 1,211 2,084 3,295
8,968 51,158 60,126
173
33.8 TAXATION
2018
Line - I Line - II Total
(Rupees in ‘000)
174
33.9.2 Operating property, plant and equipment – Line - II
CO ST DEPRICIATION Book
Depreciation
2018 Value
As at As at As at Charge As at rate %
as at
Description July 01, Additions June 30, July 01, Disposals for the June 30, June 30,
per
2017 2018 2017 year 2018 annum
2018
(Rupees in ‘000)
Building on leasehold land 1,958,038 18,081 1,976,119 73,426 - 133,758 207,184 1,768,935 7.5
Plant and machinery 6,007,969 79,782 6,087,751 224,061 - 455,348 679,409 5,408,342 5-7.5
Power and other
installations 2,066,190 35,800 2,101,990 103,331 - 205,877 309,208 1,792,782 10-20
Furniture and fittings 19,448 - 19,448 976 - 445 1,421 18,027 10-20
Quarry, factory and
laboratory equipment 19,880 1,252 21,132 4,835 - 7,499 12,334 8,798 10-20
Motor vehicles 6,407 - 6,407 1,377 - 1,160 2,537 3,870 20
Office equipment 13,709 1,985 15,694 1,037 - 389 1,426 14,268 10-20
33.11 STOCK-IN-TRADE
Raw and packing material 466 145,713 146,179
Work-in-process 310,551 112,101 422,652
Finished goods 74,544 110,263 184,807
385,561 368,077 753,638
The Company’s activities expose it to a variety of financial risks i.e. market risk (including currency risk,
interest rate risk and price risk), credit risk and liquidity risk. The Company’s overall risk management
programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse
effects on the Company’s financial performance.
175
The Company’s senior management oversees the management of these risks. The Company’s senior
management provides policies for overall risk management, as well as policies covering specific areas
such as foreign exchange risk, interest rate risk and credit risk, use of financial derivatives, financial
instruments and investment of excess liquidity. It is the Company’s policy that no trading in derivatives
for speculative purposes shall be undertaken. The Board of Directors review and agree policies for
managing each of these risks which are summarized below:
Market risk is the risk that fair value of future cash flows will fluctuate because of changes in market
prices. Market prices comprise three types of risk: interest rate risk, currency risk and equity price risk
such as equity risk.
Interest rate risk is the risk that the fair value or future cash flows of the financial instruments will fluctuate
because of changes in the market interest rates. The Company’s interest rate risk arises from long-term
and short-term borrowings obtained with floating rates. All the borrowings of the Company are obtained
in the functional currency. The following figures demonstrate the sensitivity to a reasonably possible
change in interest rate, with all other variables held constant, of the Company’s profit before tax:
Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will
fluctuate because of the changes in foreign exchange rates. The Company’s exposure to the risk of
changes in foreign exchange rates relates primarily to the Company’s operating activities (when revenue
or expenses are denominated in a different currency from the Company’s functional currency).
2018 2017
(‘000)
The management keeps on evaluating different options available for hedging purposes. The following
table demonstrates the sensitivity to a reasonably possible change in the US dollar exchange rate, with all
other variables held constant, of the Company’s equity.
176
Change in rate (%) (Rupees in ‘000)
30 June 2018 - US Dollar +10 (39,927)
- 10 39,927
30 June 2017 – US Dollar +10 (19,835)
- 10 19,835
The Company’s listed equity securities are susceptible to market price risk arising from uncertainties
about future values of the investment securities.
At the date of statement of financial position, the exposure to listed equity securities was Rs. 389.141
million. A decrease of 10% in the share price of these securities would have an impact of approximately
Rs. 38.91 million on the statement of other comprehensive income or statement of profit or loss account
depending whether or not the decline is below the cost of investment. An increase of 10% in the share
price of the listed security would impact statement of other comprehensive income with the similar
amount.
Credit risk is the risk which arises with the possibility that one party to a financial instrument will fail to
discharge its obligation and cause the other party to incur a financial loss. Concentrations of credit risk
arise when a number of counterparties are engaged in similar business activities or have similar economic
features that would cause their ability to meet contractual obligations to be similarly affected by changes
in economic, political or other conditions. Concentrations of credit risk indicate the relative sensitivity of
the Company’s performance to developments affecting a particular industry.
The Company seeks to minimize the credit risk exposure through having exposures only to customers
considered credit worthy and obtaining securities where applicable. The maximum exposure to credit risk
at the reporting date is:
The credit quality of financial assets that are neither past due nor impaired can be assessed by reference
to external credit ratings or to historical information about counterparty default rates:
2018 2017
(Rupees in ‘000)
Long-term investments
Counter parties without credit rating 389,141 558,585
Bank balances
A1+ 43,156 37,259
A1 127 491
43,283 37,750
34.3 Liquidity risk
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall
due. The Company applies prudent liquidity risk management by maintaining sufficient cash and the
availability of funding through an adequate amount of committed credit facilities.
177
The table below summarizes the maturity profile of the Company’s financial liabilities based on contractual
undiscounted payments:
2018 2017
INTEREST / MARKUP / PROFIT BEARING NON- INTEREST / MARKUP / PROFIT BEARING NON-
Less than One to INTEREST Total Less than One to INTEREST Total
one year five years Total BEARING one year five years Total BEARING
(Rupees in ‘000)
Long-term financing 400,000 14,700,000 15,100,000 - 15,100,000 60,057 4,840,508 4,900,565 - 4,900,565
Effective interest / yield rates for the financial liabilities are mentioned in the respective notes to the
financial statements.
The primary objective of the Company's capital management is to maintain healthy capital ratios, strong
credit rating and optimal capital structures in order to ensure ample availability of finance for its existing
and potential investment projects, to maximize shareholders value and reduce the cost of capital.
The Company manages its capital structure and makes adjustment to it, in light of changes in economic
conditions. In order to maintain or adjust the capital structure, the Company may adjust the amount of
dividend paid to shareholders, return capital to shareholders or issue new shares.
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 including any finance cost thereon, less cash
and cash equivalents.
The gearing ratios as at June 30, 2018 and 2017 are as follows:
2018 2017
(Rupees in ‘000)
178
The Company finances its expansion projects through equity, borrowings and management of its working
capital with a view to maintain an appropriate mix between various sources of finance to minimize risk.
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly
transaction between market participants at the measurement date.
The carrying values of all financial assets and liabilities reflected in the financial statements approximate
fair values.
The following table shows assets recognised at fair value, analysed between those whose fair value is
based on:
Level 2: Those involving inputs other than quoted prices included in Level 1 that are observable for the
asset or liability, either directly (as prices) or indirectly (derived from prices); and
Level 3: Those whose inputs for the asset or liability that are not based on observable market data
(unobservable inputs).
The table below categorized fair value measurement of financial instruments and property , plant and
equipment by the level in the fair value hierarchy into which the fair value measurement is categorised:
Note 2018
Level 1 Level 2 Level 3 Total
(Rupees in ‘000)
Available-for-sale securities 34.5.1 389,141 - - 389,141
Property, plant and equipment 34.5.2 - 32,131,856 - 32,131,856
389,141 32,131,856 - 32,520,997
2017
Level 1 Level 2 Level 3 Total
(Rupees in ‘000)
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.
34.5.1 Financial instruments which are tradable in an open market are revalued at the market prices prevailing
on the statement of financial position date.
34.5.2 Fair value of property, plant and equipment is based upon the present market values for similar plant,
machinery, equipment and building including land, which is based upon similar sized plots in the vicinity
of land and replacement values of similar type of assets based upon present cost. However, the Company
is following cost model for valuation of its property, plant and equipment.
179
35. REMUNERATION OF CHIEF EXECUTIVE, DIRECTORS AND EXECUTIVES
2018 2017
Chief Chief Executives
Executives
Executive Executive Restated
(Rupees in ‘000)
Managerial remuneration 25,684 198,244 22,556 172,218
Bonus 12,592 100,661 11,028 95,092
Housing allowance 1,452 75,302 1,452 64,362
Retirement benefits 4,197 25,807 3,676 21,216
Utilities 1,041 16,541 895 14,150
Leave fare assistance 2,099 16,777 1,838 15,849
47,065 433,332 41,445 382,887
Number 1 61 1 52
35.1 The Chief Executive and an executive have been provided with furnished accommodation. Further, the
Chief Executive and certain executives are provided with the use of company maintained cars, telephone
facility, utilities and some other facilities, which are reimbursed at actual to the extent of their entitlements.
35.2 The aggregate amount charged in the financial statements for meeting fee to 7 non – executive directors
amounted to Rs. 1.84 million (2017: 7 directors - Rs. 2.08 million).
35.3 No remuneration was paid to any of the directors other than the Chief Executive.
In addition, certain actual administrative expenses are being shared amongst the group companies.
36.1 Following are the related parties with whom the Company had entered into transactions or have
arrangement / agreement in place.
180
Name Basis of association Aggregate % of Shareholding
36.1.1 None of the key management personnel had any arrangements with the Company other than the
employment contract.
2018 2017
38. PRODUCTION CAPACITY Tons
Annual installed capacity – Clinker 2,310,000 2,310,000
Annual installed capacity – Cement 2,425,500 2,425,500
Actual production – Clinker 2,234,491 1,518,520
Actual production – Cement 2,442,567 1,489,489
Actual production of Clinker is slightly less than the installed capacity due to planned maintenance shut
down and in line with the industry demand.
39. OPERATING SEGMENTS
These financial statements have been prepared on the basis of a single reportable segment.
Total sales of the Company relating to customers in Pakistan were 89% during the year ended June 30,
2018 (2017: 89%).
All non-current assets of the Company at the end of the current and preceding year were located in
Pakistan .
Sales to twenty major customers of the Company are around 42% of the Company’s total sales during the
year (2017: 51%).
181
41. DIVIDEND AND APPROPRIATIONS
Subsequent to year ended June 30, 2018, the Board of Directors in its meeting held on August 29, 2018
has proposed final cash dividend @ Rs. 4/- per share amounting to Rs. 706.52 million (2017: Rs. 3.50/-
per share amounting to Rs. 618.21 million) for approval of the members at the Annual General Meeting.
This is in addition to the interim cash dividend @ Re. 1/- per share amounting to Rs. 176.63 million
(2017: Re. 1/- per share amounting to Rs. 176.63 million) approved by the Board of Directors for the year
ended June 30, 2018.
42. GENERAL
42.1 Corresponding figures have been changed wherever necessary in line with changes enacted through
the Act.
42.2 Figures have been rounded off to the nearest thousand of Rupees unless otherwise stated.
182
Pattern of Shareholding
as at June 30, 2018
No. of Shareholding
Shares Held
Shareholders From To
732 1 100 31,312
1197 101 500 423,552
623 501 1000 525,535
1111 1001 5000 2,998,804
392 5001 10000 3,057,228
154 10001 15000 1,916,852
104 15001 20000 1,876,431
85 20001 25000 1,973,118
34 25001 30000 961,516
30 30001 35000 976,525
21 35001 40000 799,274
21 40001 45000 867,419
25 45001 50000 1,206,433
14 50001 55000 725,230
7 55001 60000 404,734
7 60001 65000 436,249
8 65001 70000 536,401
8 70001 75000 582,576
2 75001 80000 152,660
15 80001 85000 1,238,953
2 85001 90000 174,581
5 90001 95000 462,305
18 95001 100000 1,788,465
5 105001 110000 538,864
1 110001 115000 114,374
6 115001 120000 715,039
3 120001 125000 372,500
4 125001 130000 512,290
1 130001 135000 135,000
1 135001 140000 138,600
2 145001 150000 295,800
1 150001 155000 154,884
1 160001 165000 161,091
2 175001 180000 356,956
1 180001 185000 181,900
2 185001 190000 371,854
1 190001 195000 193,065
1 195001 200000 200,000
2 200001 205000 402,986
1 230001 235000 231,500
2 235001 240000 475,727
1 240001 245000 241,631
1 245001 250000 245,723
2 250001 255000 505,898
2 255001 260000 515,100
1 265001 270000 266,000
2 270001 275000 548,000
1 275001 280000 275,160
1 285001 290000 289,100
2 295001 300000 600,000
1 330001 335000 334,784
1 345001 350000 350,000
1 350001 355000 351,000
1 355001 360000 360,000
1 365001 370000 367,600
1 375001 380000 377,000
1 395001 400000 400,000
1 410001 415000 414,400
1 435001 440000 439,500
1 450001 455000 451,391
1 465001 470000 470,000
1 485001 490000 488,500
183
No. of Shareholding
Shares Held
Shareholders From To
4735 176,631,853
184
Categories of Shareholding
as at June 30, 2018
No. of
Shareholders’ Category Shareholders Shares Held Percentage
185
No. of
Shareholders’ Category Shareholders Shares Held Percentage
186
187
[Link]
188
189
190
191
192
193
Proxy Form
37th Annual
General Meeting
I / We
of
Company to be held Tuesday, October 16, 2018 at 12:00 noon at the Registered Office of the Company
at Factory premises, Village Lakrai, Nowshera, Khyber Pakhtunkhwa and at any adjournment thereof.
WITNESSES
1. Signature:
Name:
Address:
Signature of Revenue
Shareholder Stamp
CNIC or
Passport No.
2. Signature:
Name:
Address:
Note: SECP’ circular of January 26, 2000 is on the reverse side of this form.
37
12 16
Circular
A. Attending of meeting in person by account holders and/or sub-account holders and persons whose securities
are in group account and their registration details are uploaded to CDS:
(1) The company shall obtain list of beneficial owners from the CDC as per Regulation # 12.3.5 of the CDC
Regulations.
(2) In case of individuals, the account holder or sub-account holder and/or the person whose securities are
in group account and their registration details are up-loaded as per the Regulations, shall authenticate his
identity by showing his original National Identity Card (NIC) or original passport at the time of attending
the meeting.
(3) In case of corporate entity, the Board of Directors’ resolution/power of attorney with specimen signature
of the nominee shall be produced at the time of the meeting.
B. Appointment of Proxies
(1) In case of individual, the account holder or sub-account holder and/or the person whose securities are in
group account and their registration details are uploaded as per the Regulations, shall submit the proxy
form as per requirement notified by the company.
(2) The proxy form shall be witnessed by the two persons whose names, addresses and NIC numbers shall be
mentioned on the form.
(3) Attested copies of NIC or the passport of the beneficial owners and the proxy shall be furnished with the
proxy form.
(4) The proxy shall produce his original NIC or original passport at the time of the meeting.
(5) In case of corporate entity, the Board of Directors resolution/power of attorney with specimen signature
shall be submitted along with proxy form to the company.
E-Dividend Mandate Form
I hereby communicate to receive my future dividends directly in my bank account as detailed below:
Shareholder’s Detail
Name of shareholder
CNIC No
P K
Bank’s Name
Branch Name and Address
It is stated that the above mentioned information is correct and in case of any change therein, I will immedi-
ately intimate Participant / Share Registrar accordingly.
Yours sincerely
___________________
Signature of Shareholder
(Please affix company stamp in case of corporate entity)
Notes:
COMPANY WITHHOLD THE PAYMENT OF DIVIDEND OF A MEMBER WHERE THE MEMBER HAS NOT PROVIDED THE COM-
PLETE INFORMATION OR DOCUMENTS AS SPECIFIED.
The shareholders who hold shares in Central Depository Company are requested to submit the above- mentioned Dividend Mandate
Form, duly filled‐in, to the relevant Broker/Participants/Investor Account Services of the Central Depository Company of Pakistan
Limited where Member’s CDC account is being [Link] shareholders who hold shares in physical form are requested to submit the
above‐mentioned Dividend Mandate Form, duly filled‐in, to the share Registrar of the Company, as mentioned below: