NIMIR Chemicals Annual Report 2016
NIMIR Chemicals Annual Report 2016
NIMIR Chemicals Annual Report 2016
2016
CONTENTS
02 Company Information
03 Vision and Mission Statement
04 Chairman Message
05 CEO Message
06 Accreditations
07 Core Business at a Glance
08 Our Performance
09 Wealth Generated and Distributed
10 Horizontal & Vertical Analysis
12 Key Operating & Financial DataFor Last Six Years
13 Directors’ Report
19 Statement of Compliance CCG
21 Financial Statements - Standalone
22 Review Report from Auditors
23 Auditors Report
24 Balance Sheet
30 Notes to the Financial Statements
55 Financial Statements - Consolidated
56 Review Report from Auditors
57 Auditors Report
58 Balance Sheet
64 Notes to the Financial Statements
95 Pattern of Shareholding
98 Statement Pursuant To Section 218
99 Notice of Annual General Meeting
Form of Proxy
Our Vision
To become an industry leader through a persistent commitment to customer
focus, technical innovation, managerial excellence, entrepreneurial spirit and
social responsibility.
Our Mission
To deliver unparalleled value to stakeholders and continually striving to exceed
customer expectations by developing innovative industrial chemical solutions
with special emphasis on workforce, health, safety, environment and contribution
to the national economic development.
Last but not least, I would like to thank all those who have made
this journey possible including my Management Team and Staff.
Zafar Mahmood
Chief Executive Officer
RSPO
Roundtable on Sustainable Palm Oi l
with the objective of promoting the growth and use of sustainable oil
palm products through credible global standards and engagement of
stakeholders.
Soap Noodles
• Toilet soap
(Palm Bright)
• Pharmaceutical
• Alkyd Resin
Glycerine
• Tobacco
• Cosmetics
Caustic Soda
• Textile Sector
Sodium
Hypochlorite • Cleaning & Bleaching
• Steel
Hydrochloric Acid
13.00 (5.78) 38.52 4.79 24.35 61.72 52.30 60.36 52.61 51.19
6.68 38.61 (0.27) 43.69 31.62 38.28 47.70 39.64 47.39 48.81
10.49 11.21 20.01 20.21 27.79 100.00 100.00 100.00 100.00 100.00
25.55 11.19 15.37 15.19 6.38 57.88 57.87 55.63 53.31 44.37
(20.83) (24.72) 82.72 (13.88) 67.37 11.75 7.95 12.11 8.67 11.36
2.73 25.15 13.29 41.66 48.79 30.37 34.18 32.26 38.02 44.27
10.49 11.21 20.01 20.21 27.79 100.00 100.00 100.00 100.00 100.00
10.14 12.13 10.97 9.96 36.78 100.00 100.00 100.00 100.00 100.00
9.96 7.26 12.79 10.07 30.18 87.02 83.24 84.61 84.69 80.60
11.35 44.78 1.94 9.35 73.30 12.98 16.76 15.39 15.31 19.40
(4.41) 29.24 5.86 2.65 39.22 3.96 4.56 4.35 4.06 4.13
20.03 51.60 0.48 11.99 85.61 9.02 12.20 11.04 11.25 15.26
77.78 32,542.50 (5.29) (85.11) 1,170.86 0.00 0.87 0.74 0.10 0.93
17.95 (15.31) (16.82) 31.98 (14.87) 4.27 3.23 2.42 2.90 1.81
523.70 (24.59) (68.55) 131.24 210.31 0.53 0.36 0.10 0.21 0.48
(100.00) – – – – – – – – –
(86.11) 105.92 11.50 13.49 105.04 4.22 7.75 7.78 8.03 12.04
(554.50) (188.64) (38.48) 12.13 124.52 (4.43) 3.50 1.94 1.98 3.25
– – (76.83) (22.54) 782.01 – 0.04 0.01 0.01 0.03
(70.58) (45.40) 53.81 13.99 98.09 8.65 4.21 5.83 6.05 8.76
Sales Revenue 5,011 3,663 37% All outstanding payments are of nominal and routine nature.
Gross Profit 972 561 73%
Pre-Tax Profit 603 294 105% Gratuity Scheme
Profit after Tax 441 222 99%
Earnings per share (Rs.) 3.98 2.01 99% The company operates a funded gratuity scheme for its
employee as referred in Note 9 to the accounts.
Owing to an increase in the sale turnover, the Company earned
gross profit of Rs. 972 million and net profit of Rs. 439 million Board of Directors
showing an increase of 73% and 99% respectively year on year.
The earing per share of the Company was almost doubled in the The election of directors was held on December 29, 2015
FY 2016. and following persons were elected as directors on the board
of directors by the shareholders in an extra ordinary general
In its quest to become self-reliant in energy, the Company meeting of the Company for a term of three years commencing
commissioned two more solid fuel based heating systems from December 30, 2015.
during FY 2016.
1. Mr. Abdul Jalil Jamil
During the year, the Company also acquired the controlling stake 2. Mr. Muhammad Saeed-uz-Zaman
in Nimir Resins Limited - formerly Descon Chemicals Limited 3. Mr. Imran Afzal
(NRL), through its wholly owned subsidiary Nimir Holding 4. Mr. Aamir Jamil
Private Limited (NHPL). NRL is a listed Company engaged in the 5. Mr. Muhammad Sajid
manufacturing and sales of surface coating, polyesters, paper 6. Mr. Muhammad Yahya Khan
chemicals and textile auxiliaries. After taking over the control in 7. Mr. Mohsin Tariq
January 2016, NRL has been turned into a viable venture. NRL 8. Mr. Saqib Raza
posted net profit of Rs. 53 million in the FY 2016 as against net
loss of Rs. 82 million in the FY 2015. While Abdul Jaleel Sheikh and Khalid Siddiq Tirmizey continued
as nominee directors of Pak Brunei Investment Company Limited
Future Outlook
and The Bank of Punjab respectively.
In face of continued market challenges, both in terms of
volatility in international commodity prices as well as technology The Board of directors in their meeting held on January 12, 2016
advancement, your Company has made much progress. has re-appointed Mr. Zafar Mahmood as chief executive officer
After the recent plant expansion, the Company has attained of the Company.
The present auditors M/s Ernst & Young Ford Rhodes Sidat
Hyder and Company, Chartered Accountant, retiring this year,
being eligible, have offered themselves for re-appointment. The ___________________
audit committee has recommended the re-appointment of M/s September 29, 2016 Zafar Mahmood
Ernst & Young Ford Rhodes Sidat Hyder and Company, Chartered Sheikhupura Chief Executive Officer
Accountant as external auditor of the Company for the year
ending June 30, 2017.
The Board has recommended a zero final cash dividend for the
year ended June 30, 2016. The Board had earlier declared and
paid interim cash dividends totaling Rs. 2 per share (i.e. 20%).
The total cash dividend for the year remained Rs. 2 per share
(i.e. 20%).
Pattern of Shareholding
4. No casual vacancy occurred during the year. 12. The financial statements of the Company were duly
endorsed by CEO and CFO before approval of the board.
5. The Company has prepared a “Code of Conduct” and
has ensured that appropriate steps have been taken to 13. The directors, CEO and executives do not hold any interest
disseminate it throughout the Company along with its in the shares of the Company other than that disclosed in
supporting policies and procedures. the pattern of shareholding.
6. The board has developed a vision/mission statement, 14. The Company has complied with all the corporate and
overall corporate strategy and significant policies of the financial reporting requirements of the CCG.
17. The Board has formed a Human Resource and Remuneration For Nimir Industrial Chemicals Limited
Committee. It comprises of 3 (Three) members, of whom 2
(Two) are non-executive directors and 1 (One) is executive
director. The chairman of the committee is a non-executive
director. Lahore, Zafar Mahmood
18. The Board has set up an effective internal audit function, September 29, 2016 Chief Executive Officer
which is considered suitably qualified and experienced
for the purpose and are conversant with the policies and
procedures of the Company.
The annexed notes from 1 to 44 form an integral part of these financial statements.
DIRECTOR
25 Annual Report 2016
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED JUNE 30, 2016
Note 2016 2015
(Rupees) (Rupees)
Sales - net 27 5,011,268,584 3,663,499,323
Cost of sales 28 (4,039,193,383) (3,102,622,031)
Gross profit 972,075,201 560,877,292
Distribution costs 29 (104,893,010) (76,565,413)
Administrative expenses 30 (102,295,839) (72,252,354)
Other expenses 31 (47,610,703) (23,322,981)
Other income 32 818,657 19,640,754
Issued, subscribed
and paid up Unappropriated
share capital profit Total
(Rupees) (Rupees) (Rupees)
The annexed notes from 1 to 44 form an integral part of these financial statements.
Nimir Industrial Chemicals Limited (“The Company”) was incorporated in Pakistan as a Public Limited Company and its shares
are listed on Pakistan Stock Exchange (formerly Karachi Stock Exchange and Lahore Stock Exchange). The Company is a
subsidiary of Nimir Resources (Private) Limited which holds 56.67% of the total shares of the Company. The registered office
of the Company is situated at 14.8 km, Sheikhupura-Faisalabad Road, Mouza Bhikki, District Sheikhupura, Pakistan. The
Company is engaged in the manufacturing and sale of industrial chemical products.
1.1 Nimir Industrial Chemicals Limited is part of Nimir Group which consist of:
Holding Company
Nimir Resources (Private) Limited
Subsidiary Companies %age of holding
Nimir Holdings (Private) Limited 100%
Nimir Management (Private) Limited 51%
Nimir Resins Limited (formerly Descon Chemicals Limited) 37.44%
The registered office of Nimir Holdings (Private) Limited (NHPL) and Nimir Management (Private) Limited (NMPL) is
Nimir House, 12 B, New Muslim Town, Lahore, Pakistan. NHPL was formed for the purpose of investment in Nimir
Resins Limited (formerly Descon Chemicals Limited).
Nimir Resins Limited (formerly Descon Chemicals Limited) is a listed company engaged in the manufacturing of surface
coating resins, polyesters, optical brightener and textile auxiliaries.
2 STATEMENT OF COMPLIANCE
2.1 These financial statements have been prepared in accordance with approved accounting standards as applicable in
Pakistan. Approved accounting standards comprise of such International Financial Reporting Standards (IFRSs) issued
by the International Accounting Standards Board as are notified under the Companies Ordinance, 1984, provisions of
and directives issued under the Companies Ordinance, 1984. Wherever, the requirement of the Companies Ordinance,
1984 or directive issued by the Securities and Exchange Commission of Pakistan (SECP) differ with the requirements
of these standards, the requirements of Companies Ordinance, 1984 or the requirements of the said directives take
precedence.
2.2 Standards, interpretations and amendments to published approved accounting standards effective in 2016
The accounting policies adopted in the preparation of these financial statements are consistent with those of the
previous financial year except as describe below:
The Company has adopted the following accounting standard and the amendments which became effective for the
current year:
3 BASIS OF PREPARATION
These financial statements have been prepared under the historical cost convention except that certain employee
benefits are recognized on the basis mentioned in note 5.13
These financial statements are presented in Pak Rupee, which is the Company’s functional currency.
The preparation of financial statements in conformity with approved accounting standards, as applicable in Pakistan, requires
the use of certain critical accounting estimates. It also requires management to exercise its judgment in the process of
applying the Company’s accounting policies. Estimates and judgments are continually evaluated and are based on the
historical experience, including expectations of future events that are believed to be reasonable under the circumstances.
These estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are
recognized in the period in which the estimate is revised if the revision affects only that period or in the period of the revision
and future periods if the revision affects both current and future periods. The areas involving a higher degree of judgments or
complexity or areas where assumptions and estimates are significant to the financial statements are as follows:
A provision for impairment of trade and other receivables is established when there is objective evidence that the
Company will not be able to collect all amounts due according to the original terms of receivables. These estimates
and underlying assumptions are reviewed on an ongoing basis.
4.2 Useful life and residual values of property, plant and equipment
Estimates with respect to residual values, depreciable lives and pattern of flow of economic benefits are based on
the analysis of the management of the Company. Further, the Company reviews the value of the assets for possible
impairments on an annual basis. Any change in the estimates in the future might affect the carrying amount of respective
item of property, plant and equipment, with a corresponding effect on the depreciation charge and impairment.
Other areas where estimates and judgments involved are disclosed in respective notes to the financial statements.
In making the estimates for income tax payable, the Company takes into account the applicable laws and the decisions
by appellate authorities on certain issues in the past.
A deferred tax liability is recognized for all taxable temporary differences and deferred tax assets are recognized for
deductible temporary differences and unused tax losses to the extent that it is probable that taxable profits will be
available against which the losses can be utilized. Significant management judgment is required to determine the
amount of deferred tax liabilities and assets that can be recognized, based upon the likely timing and level of future
taxable profits together with future tax planning strategies.
The accounting policies applied are consistent with prior year except as stated otherwise.
Owned assets
Property, plant and equipment are stated at cost less accumulated depreciation and impairment, if any except land
which stated at cost. Cost of property, plant and equipment consists of historical cost and directly attributable cost of
bringing the assets to their present location and condition.
31 Annual Report 2016
Depreciation is calculated using the straight line method at rates disclosed in note 14.1 which are considered appropriate
to write off the cost of the assets over their useful lives.
Depreciation on additions is charged from the month in which an asset is acquired or capitalized while no depreciation
is charged for the month in which the asset is disposed off.
The carrying amounts of the Company’s assets are reviewed at each balance sheet date to determine whether there
is any indication of impairment. If any such indication exists, the carrying amounts of such assets are reviewed to
assess whether they are recorded in excess of their recoverable amount. Where carrying values exceed the respective
recoverable amount, assets are written down to their recoverable amounts and the resulting impairment is recognized
in the income currently. The recoverable amount is the higher of an asset’s fair value less cost to sell and value in use.
Where an impairment loss is recognized, the depreciation charge is adjusted for the future periods to allocate the
asset’s revised carrying amount over its estimated useful life.
Subsequent costs are included in the asset’s carrying amount or recognized as separate asset, as appropriate, only
when it is probable that future economic benefits associated with the item will flow to the Company and the cost of
the item can be measured reliably. All other repair and maintenance costs are charged to income during the period in
which they are incurred.
The gain or loss on disposal or retirement of an asset represents the difference between the sale proceeds and the
carrying amount of the asset and is recognized as an income or expense in the period it relates.
An item of property, plant and equipment is derecognized upon disposal or when no future economic benefits are
expected from its use or disposal.
These are stated at cost less impairment loss, if any, including capitalization of borrowing costs. It consists of
expenditures incurred and advances made in respect of fixed assets in the course of their construction and installation.
Leased Asset
Leases where the Company has substantially all the risks and rewards of ownership are classified as finance leases.
At inception, finance leases are capitalized at the lower of present value of minimum lease payments under the lease
agreements and the fair value of the assets.
The related rental obligations, net of finance cost, are included in liabilities against assets subject to finance lease as
referred to in note 8. The liabilities are classified as current and non-current depending upon the timing of the payment.
Each lease payment is allocated between the liability and finance cost so as to achieve a constant rate on the balance
outstanding. The interest element of the rental is charged to profit over the lease term. The financial charges are
calculated at the interest rates implicit in the lease and are charged to the profit and loss account.
Assets held under finance lease are stated at cost less accumulated depreciation and impairment loss, if any, at the
rates and basis applicable to the Company owned assets.
5.2 Intangibles
Intangibles acquired separately are measured on initial recognition at cost. Following initial recognition, intangibles
are carried at cost less any accumulated amortization and any accumulated impairment losses. The useful lives of
intangibles are measured to be finite. Intangibles with finite lives are amortized over the useful life and assessed for
impairment whenever there is an indication that the asset may be impaired. The amortization period and amortization
method for an intangibles with a finite life is reviewed at each financial period end. The amortization expense is
recognized in profit or loss in the expense category consistent with the function of the intangibles.
Amortization on additions is charged from the month in which an asset is acquired or capitalized while no amortization
is charged for the month in which the asset is disposed of.
Nimir Industrial Chemicals Ltd. 32
5.3 Stock in trade
Stock in trade, stores, spares and loose tools are valued at lower of cost or net realizable value except those in transit,
which are valued at invoice value including other charges, if any, incurred thereon. Basis of determining cost is as
follows:
Provision for obsolete and slow moving inventory is based on management estimates.
Net realizable value is determined on the basis of estimated selling price of the product in the ordinary course of
business less costs of completion and costs necessary to be incurred in order to make the sale.
Trade debts are carried at invoice amount on transaction date less any estimate for doubtful debts. Known bad debts
are written off as and when identified.
Cash and cash equivalents are carried in the balance sheet at cost.
For the purpose of cash flow statement, cash and cash equivalents comprise of cheques in hand, cash and bank
balances.
All the financial assets and financial liabilities are recognized at the time when the Company becomes a party to the
contractual provisions of the instruments. The Company derecognizes a financial asset or a portion of financial asset
when, and only when, the Company loses control of the contractual rights that comprise the financial asset or portion
of financial asset. While a financial liability or part of financial liability is derecognized from the balance sheet when, and
only when, it is extinguished, i.e. when the obligation specified in the contract is discharged, cancelled or expires.
All financial assets and financial liabilities are initially measured at cost, which is the fair value of the consideration given
and received respectively. These financial assets and liabilities are subsequently measured at fair value, amortised cost
or cost, as the case may be.
Financial assets are investments, trade deposits, trade debts, loans and advances, other receivables, cash and bank
balances. These are stated at their nominal values as reduced by the appropriate allowances for estimating irrecoverable
amount.
Financial liabilities are classified according to the substance of the contractual arrangements entered into. Significant
financial liabilities are long term loans, short term running finance utilized under mark-up arrangements, creditors,
liabilities against assets subject to finance lease, accrued and other liabilities. Mark-up bearing finances are recorded
at the gross proceeds received. Other liabilities are stated at their nominal value.
A financial asset and financial liability is offset and the net amount is reported in the balance sheet if the Company has
a legal enforceable right to set off the recognized amounts and intends either to settle on net basis or to realize the
assets and settle the liabilities simultaneously.
The Company assesses at each balance sheet date whether there is any objective evidence that a financial asset or
a group of financial assets is impaired. A financial asset or a group of financial assets is deemed to be impaired if, and
only if, there is objective evidence of impairment as a result of one or more events that has occurred after the initial
recognition of the asset (an incurred ‘loss event’) and that loss event has an impact on the estimated future cash flows
of the financial asset or the group of financial assets that can be reliably estimated.
Evidence of the impairment may include indicators that the debtor or a group of debtors is experiencing significant
financial difficulty, default or delinquency in interest or principal payments, the probability that they will enter bankruptcy
or other financial reorganization and where observable data indicates that there is a measurable decrease in the
estimated future cash flows, such as changes in arrears or economic conditions that correlate with defaults.
The amount of loss is measured as the difference between the asset’s carrying amount and the present value of the
estimated future cash flows discounted at the financial asset’s original effective interest rate. The carrying amount of
the asset is reduced and the amount of the loss is recognized in the profit and loss account. If, in a subsequent period,
the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after
the impairment was recognized, the reversal of the previously recognized impairment loss is recognized in profit and
loss account.
Creditors relating to trade and other payables are carried at cost which is the fair value of the consideration to be paid
in the future for goods and services received, whether or not billed to the Company.
5.10 Provisions
A provision is recognized in the balance sheet when the Company has a legal or constructive obligation as a result of
a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the
obligation and a reliable estimate can be made of the amount of obligation.
5.11 Taxation
Current
Provision for the current tax is based on the taxable income for the year determined in accordance with the provisions
of the Income Tax Ordinance, 2001. The charge for current tax is calculated using prevailing tax rates or tax rates
expected to apply to the profit for the year if enacted after taking into account tax credits, rebates and exemptions, if
any. The charge for current tax also includes adjustments, where considered necessary, to provision for tax made in
previous years arising from assessments framed during the year for such years.
Deferred
Deferred tax is provided in full using the balance sheet liability method on all temporary differences arising at the
balance sheet date, between the tax bases of the assets and liabilities and their carrying values. Deferred tax assets
are recognized for all deductible temporary differences to the extent that it is probable that future taxable profits will
be available against which the temporary differences can be utilized.
The carrying amounts of all deferred tax assets are reviewed at each balance sheet date and reduced to the extent, if
it is no longer probable that sufficient taxable profits will be available to allow all or part of the deferred tax assets to
be utilized.
Deferred tax is calculated at the rates that are expected to apply to the year when the differences reverse based on
tax rates that have been enacted or substantially enacted by the balance sheet date.
Revenue is recognized when the significant risks and rewards of ownership of the goods is transferred to the buyer at
the time of issuance of delivery challan.
Revenue from export of goods is recognized at the time of issuance of bill of lading.
Profit earned on saving and deposit accounts is accrued on time proportion basis by reference to the principal
outstanding at the applicable rate of return.
During the year, the Company formed an approved funded defined benefit gratuity plan for all of its permanent
employees. Under this plan, gratuity is paid to the retiring employees on the basis of their last drawn gross salary for
each completed year of service.
Experience adjustments are recognized in other comprehensive income when they occur. Amounts recorded in profit
& loss are limited to current and past service cost, gains or losses on settlements, and net interest income (expense).
All other changes in net defined benefit liability are recognized in other comprehensive income with no subsequent
recycling to profit and loss account.
The distinction between short term and other long term employee benefits is based on the expected timing of settlement
rather than the employees’ entitlement to benefits.
Foreign currency transactions are recorded at the rate of exchange prevailing on the date of transactions. Monetary
assets and liabilities in foreign currencies are translated into Pak rupees at the rate of exchange prevailing at the
balance sheet date.
Profits or losses arising on translation are recognized in the profit and loss account.
Borrowing costs are recognized as an expense in the period in which these are incurred except to the extent of
borrowing costs that are directly attributable to the acquisition, construction or production of qualifying assets, which
are assets that necessarily take a substantial period of time to get ready for their intended use. Such borrowing costs
are capitalized as part of the cost of the qualifying asset.
All transactions with related parties and associated undertakings are entered into arm’s length determined in accordance
with comparable uncontrolled price method.
Parties are said to be related if they are able to influence the operating and financial decisions of the Company and vice
versa.
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating
decision maker. The chief operating decision maker, who is responsible for allocating resources and assessing
35 Annual Report 2016
performance of the operating segments, has been identified as the Board of Directors that makes strategic decision.
The management has determined that the Company has a single reportable segment, as Board of Directors views the
Company’s operations as one reportable segment.
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:
Effective date
(annual periods
beginning
Standard or Interpretation on or after)
IFRS 2 Share-based Payments – Classification and Measurement of Share-based
Payments Transactions (Amendments) January 1, 2018
IFRS 10 Consolidated Financial Statements, IFRS 12 Disclosure of Interests in Other Entities
and IAS 28 Investment in Associates – Investment Entities:
Applying the Consolidation Exception (Amendment) January 1, 2016
IFRS 10 Consolidated Financial Statements and IAS 28 Investment in Associates and
Joint Ventures - Sale or Contribution of Assets between an Investor and
its Associate or Joint Venture (Amendment) Not yet finalized
IFRS 11 Joint Arrangements - Accounting for Acquisition of Interest in Joint Operation
(Amendment) January 1, 2016
IAS 1 Presentation of Financial Statements - Disclosure Initiative (Amendment) January 1, 2016
IAS 7 Financial Instruments: Disclosures - Disclosure Initiative - (Amendment) January 1, 2017
IAS 12 Income Taxes – Recognition of Deferred Tax Assets for Unrealized losses
(Amendments) January 1, 2017
IAS 16 Property, Plant and Equipment and IAS 38 intangible assets - Clarification
of Acceptable Method of Depreciation and Amortization (Amendment) January 1, 2016
IAS 16 Property, Plant and Equipment IAS 41 Agriculture - Agriculture: Bearer Plants
(Amendment) January 1, 2016
IAS 27 Separate Financial Statements – Equity Method in Separate Financial Statements
(Amendment) January 1, 2016
The above standards and amendments are not expected to have any material impact on the Company’s financial
statements in the period of initial application.
In addition to the above standards and amendments, improvements to various accounting standards have also been
issued by the IASB in September 2014. Such improvements are generally effective for accounting periods beginning on
or after 01 January 2016. 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.
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.
2016 2015
MLP PV of MLP MLP PV of MLP
(Rupees) (Rupees) (Rupees) (Rupees)
Due not later than 1 year 39,232,107 28,701,586 25,313,736 17,937,506
Due later than 1 year but not
later than 5 years 113,534,615 104,377,393 78,061,531 72,005,702
152,766,722 133,078,979 103,375,267 89,943,208
Note 2016 2015
(Rupees) (Rupees)
9 NET DEFINED BENEFIT LIABILITY - FUNDED GRATUITY
Staff retirement benefits - gratuity 9.1 49,805,868 48,493,178
9.1 The amounts recognized in the balance sheet are as follows:
Present value of defined benefits obligation 59,666,550 48,493,178
Less: Fair value of plan assets (9,860,682) –
49,805,868 48,493,178
9.2 The amounts recognized in the profit & loss account are as follows:
Current service cost 5,075,030 4,397,917
Interest cost on defined benefit obligation 4,679,447 5,262,735
Expense recognized in the profit and loss account 9,754,477 9,660,652
The unutilized facility for opening letters of credit and bank guarantees as at June 30, 2016 amounts to Rs. 750 million
(2015: Rs. 276 million) and Rs. 96 million (2015: Rs.115 million) respectively.
12.2 The aggregate of short term finance facilities under Shariah compliant arrangements available at period end is Rs. 350
million (2015: Rs. 200 million). The rate of mark up ranges from 1 month KIBOR + 100 bps to 3 months and
6 months KIBOR + 125 bps with no floor and no cap (2015: 1 month KIBOR + 5 bps to 3 months and 6 months
KIBOR + 125 bps with no floor and no cap). The facilities are secured against joint pari passu charge on the present
and future current assets of the Company.
The unutilized facility for opening letters of credit as at June 30, 2016 amounts to Rs. 249 million (2015: Rs. 169 million).
13 CONTINGENCIES AND COMMITMENTS
13.1 CONTINGENCIES
13.1.1 The income tax authorities raised a tax demand of Rs. 206 million by treating the remission of loan as taxable income
of Rs. 711 million for the tax year 2011. Appellate Tribunal Inland Revenue (ATIR) decided the case in favour of the
Company. The Income Tax Department has filed an appeal in Honourable Lahore High Court against the decision.
13.1.2 Income Tax Department has amended the Company’s assessment relating to tax year 2009 under section 122(5A) of
the Ordinance, disallowing certain expenses and rejecting a refund amounting to Rs. 20 million against prior periods.
The Company has filed an appeal before Commissioner Inland Revenue.
14.3 No assets were sold to the Chief Executive, Directors, Executives or Shareholders holding more than 10% of total
paid-up capital.
16 INVESTMENT IN SUBSIDIARY
During the period, Nimir Industrial Chemicals Limited formed a wholly owned subsidiary under the name of Nimir Holding
(Private) Limited. NHPL formed a sub-subsidiary, Nimir Management (Private) Limited, which acquired the majority
shareholding of Nimir Resins Limited (formerly Descon Chemicals Limited), a listed company engaged in the business of
industrial chemicals. The effective shareholding of the Company in Nimir Resins Limited (formerly Descon Chemicals Limited)
is 37.44%. The Company has determined that Nimir Resins Limited (formerly Descon Chemicals Limited) is a subsidiary in
accordance with IFRS 10 Consolidated Financial Statements.
17 LOAN TO SUBSIDIARY
This represents loan provided to Nimir Holdings (Private) Limited for the purpose of investment in 51% shares of Nimir
Management (Private) Limited for onward acquisition of Nimir Resins Limited (formerly Descon Chemicals Limited), as
explained in note 16. The loan is repayable on demand. However, the Company does not intend to make demand within next
12 months.
18 LONG TERM DEPOSITS Note 2016 2015
(Rupees) (Rupees)
Security deposits
Leasing companies and banks 18.1 16,753,286 14,538,086
Others 18.2 14,415,842 14,415,842
31,169,128 28,953,928
18.1 Security deposit against assets leased under Shariah compliant arrangement amounts to Rs. 884,300
(2015: Rs. 269,100)
18.2 It includes deposit amounting to Rs. 12.24 million (2015: Rs. 12.24 million) given to WAPDA for dedicated line.
19 STORES, SPARES AND LOOSE TOOLS 2016 2015
(Rupees) (Rupees)
Stores, spares and loose tools
In hand 128,927,183 70,901,854
In transit 1,901,005 928,863
130,828,188 71,830,717
Cash at bank
Conventional arrangement
Current accounts 52,395,336 13,518,186
Savings account 26.1 462,455 53,663
52,857,791 13,571,849
Shariah compliant arrangement
Current account 6,026,773 157,261
58,884,564 13,729,110
61,676,750 14,118,158
26.1 These carry mark-up rate ranging from 4% to 5% (2015: 4.75%) per annum.
27 SALES 2016 2015
(Rupees) (Rupees)
Gross sales
Local sales 5,862,388,672 4,284,995,883
Export sales 1,750,400 –
5,864,139,072 4,284,995,883
Less: sales tax (852,776,538) (621,495,417)
Less: discount (93,950) (1,143)
Net sales 5,011,268,584 3,663,499,323
30.1 This includes Rs. 1.7 million (2015: Rs. 1.3 million) in respect of staff
retirement benefits - gratuity scheme.
30.2 Auditors’ remuneration
Audit fee 1,000,000 725,000
Consolidation, reviews and certifications 680,000 430,000
Out of pocket expenses 70,000 70,000
1,750,000 1,225,000
31 OTHER EXPENSES
Workers profit participation fund 11.3 32,507,240 15,803,946
Workers welfare fund 11.4 14,202,429 6,005,499
Loss on sale of damaged packing material - scrap 901,034 1,513,536
47,610,703 23,322,981
32 OTHER INCOME
Non financial assets
Gain on disposal of property, plant and equipment 14.2 186,480 1,968,178
Reversal of provision on sales tax refundable – 13,598,057
Miscellaneous income 32.1 182,212 1,546,229
Financial assets
Profit on savings account 32.2 305,600 2,170,751
Profit on term deposit receipt 32.2 144,365 357,539
818,657 19,640,754
32.1 Income earned under Shariah compliant arrangement amount to Rs. Nil (2015: Rs. Nil).
32.2 Profit earned under Shariah compliant arrangement amount to Rs. Nil (2015: Rs. Nil).
Nimir Industrial Chemicals Ltd. 48
33 FOREIGN EXCHANGE LOSS Note 2016 2015
(Rupees) (Rupees)
Foreign liabilities 33.1 24,139,486 7,778,704
33.1 This include unrealized exchange loss on translation of liabilities in foreign currency amounting to Rs. 897,926 (2015: Rs. Nil).
34 FINANCE COST 2016 2015
(Rupees) (Rupees)
Mark-up on
Long term loans 24,185,696 25,364,071
Short term borrowings 54,225,716 70,831,754
Financial charges on lease 6,264,000 5,910,232
Bank charges, fee and commission 5,844,270 4,224,467
90,519,682 106,330,524
35 TAXATION
Current tax:
Current year 111,497,880 295,386
Prior year 151,301 (13,273,122)
111,649,181 (12,977,736)
Deferred tax:
Relating to the reversal and origination of temporary differences 52,952,531 85,204,004
Expense resulting from reduction in tax rate (1,850,231) 262,592
51,102,300 85,466,596
162,751,481 72,488,860
From To Amount
Note no. Name Note no. Name Rupees
12 Short term borrowings 26 Cash and bank balances 157,261
_________________________________
EY Ford Rhodes
Chartered Accountants
Audit Engagement Partner : Naseem Akbar
Lahore
September 29, 2016
The annexed notes from 1 to 43 form an integral part of these financial statements.
TOTAL ASSETS 5,541,216,016 3,152,975,380
DIRECTOR
59 Annual Report 2016
CONSOLIDATED PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED JUNE 30, 2016
Note 2016 2015
(Rupees) (Rupees)
Sales - net 26 5,996,801,077 3,663,499,323
Cost of sales 27 (4,892,340,440) (3,102,622,031)
Gross profit 1,104,460,637 560,877,292
Distribution costs 28 (125,713,484) (76,565,413)
Administrative expenses 29 (150,749,030) (72,252,354)
Other expenses 30 (64,137,085) (23,322,981)
Other income 31 105,521,630 19,640,754
1.1 Nimir Industrial Chemicals Limited (“NICL”) is part of Nimir Group (“The Group”) which consist of:
Holding Company
Subsidiary Companies
Nimir Industrial Chemicals Limited (“The Company”) was incorporated in Pakistan as a public limited company and
its shares are listed on Pakistan Stock Exchange (formerly Karachi Stock Exchange and Lahore Stock Exchange). The
Company is a subsidiary of Nimir Resources (Private) Limited which holds 56.67% of the total shares of the Company.
The registered office of the Company is situated at 14.8 km, Sheikhupura-Faisalabad Road, Mouza Bhikki, District
Sheikhupura, Pakistan. The Company is engaged in the manufacturing and sale of industrial chemical products.
Nimir Holding (Private) Limited and Nimir Management (Private) Limited were incorporated in Pakistan as private
limited companies on September 28, 2015 and December 4, 2015 respectively for the purpose of investment in Nimir
Resins Limited (formerly Descon Chemicals Limited). The registered office of NHPL and NMPL is Nimir House, 12-B,
New Muslim Town, Lahore, Pakistan.
Nimir Resins Limited (formerly Descon Chemicals Limited) was initially incorporated in Pakistan on December 17,
1964 as a private limited company under the Companies Act, 1913 (now the Companies Ordinance, 1984) and was
converted into public limited company on August 19, 1991 with the name of Nimir Resins Limited. The name of the
company was changed to Descon Chemicals Limited on April 1, 2010 when the company entered into a scheme of
arrangement for merger / amalgamation with Descon Chemicals (Private) Limited. Upon acquisition by Nimir Group as
explained in note 1.2, the name of the company changed to Nimir Resins Limited as per the approval of Securities and
Exchange Commission of Pakistan dated April 18, 2016. The shares of Nimir Resins Limited are quoted on Pakistan
Stock Exchange Limited (formerly Karachi Stock Exchange and Lahore Stock Exchange). The registered office is situated
at 14.5 KM, Lahore-Sheikhupura Road, Lahore. The principal activity of the company is to manufacture surface coating
resins for paint industry, polyesters, and optical brightener for paper and textile industries and textile auxiliaries for
textile industry.
1.2 On 4 November 2015, the Group along with certain other sponsors entered into Share Purchase Agreement (SPA) with
Abdul Razak Dawood and family, sponsoring directors of Nimir Resins Limited (formerly Descon Chemicals Limited),
for the purchase of 60.42% shareholding (120,578,469 shares) in Nimir Resins Limited. As per the SPA, the sale
price has been fixed at Rs. 6,028,923 equivalent to Rs. 0.05 per share. Out of the total shares acquired of Descon
Chemicals Limited, 101,774,507 shares (51%) have been transferred in the name of Nimir Management (Private)
Limited and 18,803,962 shares (9.42%) have been transferred in the name of Nimir Holding (Private) Limited as per
mutual agreement within the Group.
1.4 As a result of adoption of International Financial Reporting Standard (IFRS) – 10 ‘Consolidated Financial Statements’, the
Company assessed the control conclusion of its investment in Nimir Resins Limited (NRL) (formerly Descon Chemicals
Limited) that although, the Company has less than 50% shareholding in NRL, however, based on absolute size of the
Company’s shareholding, common directorship and management, the Company has the ability to exercise control over
NRL as per the terms of IFRS-10. Henceforth, the Company is deemed to be holding company of NRL.
2 STATEMENT OF COMPLIANCE
2.1 These financial statements have been prepared in accordance with approved accounting standards as applicable in
Pakistan. Approved accounting standards comprise of such International Financial Reporting Standards (IFRSs) issued
by the International Accounting Standards Board as are notified under the Companies Ordinance, 1984, provisions of
and directives issued under the Companies Ordinance, 1984. Wherever, the requirement of the Companies Ordinance,
1984 or directive issued by the Securities and Exchange Commission of Pakistan (SECP) differ with the requirements
of these standards, the requirements of Companies Ordinance, 1984 or the requirements of the said directives take
precedence.
2.2 Standards, interpretations and amendments to published approved accounting standards effective in 2016
The accounting policies adopted in the preparation of these financial statements are consistent with those of the
previous financial year except as describe below:
The Company has adopted the following accounting standard and the amendments which became effective for the
current year:
3 BASIS OF PREPARATION
These financial statements have been prepared under the historical cost convention except that certain employee
benefits are recognized on the basis mentioned in note 5.13
These financial statements are the consolidated financial statements of the Group in which investment in subsidiaries
is accounted for on the basis of acquisition method. Standalone financial statements of the Parent and its Subsidiary
are prepared separately.
The Group’s consolidated financial statements include the financial statements of the Holding Company and its
subsidiary companies. The Group uses the acquisition method of accounting to account for business combination. The
consideration transferred is the fair value of the assets transferred, the liabilities assumed and the equity interest issued
Goodwill is initially measured as the excess of the aggregate of the consideration transferred and the value of non-
controlling interest using proportionate share method over the net identifiable assets acquired and liabilities assumed.
If this is less than the fair value of the net asset of the subsidiary acquired, the difference is recognized in profit and
loss account. After initial recognition it is measured at carrying value i.e. at date of acquisition less any accumulated
impairment.
The financial statements of subsidiaries have been consolidated on line by line basis. Intra Group balances, transactions,
income and expenses have been eliminated. Assets, liabilities, income and expense have been consolidated from the
date the Group acquired the control of the subsidiary till the control cease to exist. Unrealized gain or loss on intra group
transactions are also eliminated but unrealized losses are however recognized to the extent of impairment, if any.
The Group applies a policy of treating transactions with non-controlling interests as transaction with parties external to
the Group. Disposals of non-controlling interests results in gain and losses for the Group that are recorded in the profit
and loss account.
These financial statements are presented in Pak Rupee, which is the Company’s functional currency.
The preparation of financial statements in conformity with approved accounting standards, as applicable in Pakistan, requires
the use of certain critical accounting estimates. It also requires management to exercise its judgment in the process of
applying the Company’s accounting policies. Estimates and judgments are continually evaluated and are based on the
historical experience, including expectations of future events that are believed to be reasonable under the circumstances.
These estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are
recognized in the period in which the estimate is revised if the revision affects only that period or in the period of the revision
and future periods if the revision affects both current and future periods. The areas involving a higher degree of judgments or
complexity or areas where assumptions and estimates are significant to the financial statements are as follows:
A provision for impairment of trade and other receivables is established when there is objective evidence that the
Company will not be able to collect all amounts due according to the original terms of receivables. These estimates
and underlying assumptions are reviewed on an ongoing basis.
4.2 Useful life and residual values of property, plant and equipment
Estimates with respect to residual values, depreciable lives and pattern of flow of economic benefits are based on
the analysis of the management of the Company. Further, the Company reviews the value of the assets for possible
impairments on an annual basis. Any change in the estimates in the future might affect the carrying amount of respective
item of property, plant and equipment.
Other areas where estimates and judgments involved are disclosed in respective notes to the financial statements.
In making the estimates for income tax payable, the Company takes into account the applicable laws and the decisions
by appellate authorities on certain issues in the past.
A deferred tax liability is recognized for all taxable temporary differences and deferred tax assets are recognized for
deductible temporary differences and unused tax losses to the extent that it is probable that taxable profits will be
available against which the losses can be utilized. Significant management judgment is required to determine the
amount of deferred tax liabilities and assets that can be recognized, based upon the likely timing and level of future
taxable profits together with future tax planning strategies.
The accounting policies applied are consistent with prior year except as stated otherwise.
Owned assets
Property, plant and equipment of the Group are stated at cost less accumulated depreciation and impairment.
Cost of property, plant and equipment consists of historical cost and directly attributable cost of bringing the assets to
their present location and condition.
For property, plant and equipment of the Holding Company, depreciation is calculated using the straight line method,
whereas for property, plant and equipment of subsidiary company, depreciation is calculated using reducing balance
method except vehicles that are depreciated using straight line method at rates disclosed in note 15.1 which are
considered appropriate to write off the cost of the assets over their useful lives. However, in order to streamline with
the group policy, the subsidiary company has subsequently changed the depreciation policy from reducing balance
method to straight line method with effect from 1st July 2016.
Depreciation on additions is charged from the month in which an asset is acquired or capitalized while no depreciation
is charged for the month in which the asset is disposed of.
The carrying amounts of the Company’s assets are reviewed at each balance sheet date to determine whether there
is any indication of impairment. If any such indication exists, the carrying amounts of such assets are reviewed to
assess whether they are recorded in excess of their recoverable amount. Where carrying values exceed the respective
recoverable amount, assets are written down to their recoverable amounts and the resulting impairment is recognized
in the income currently. The recoverable amount is the higher of an asset’s fair value less cost to sell and value in use.
Where an impairment loss is recognized, the depreciation charge is adjusted for the future periods to allocate the
asset’s revised carrying amount over its estimated useful life.
Subsequent costs are included in the asset’s carrying amount or recognized as separate asset, as appropriate, only
when it is probable that future economic benefits associated with the item will flow to the Company and the cost of
the item can be measured reliably. All other repair and maintenance costs are charged to income during the period in
which they are incurred.
The gain or loss on disposal or retirement of an asset represents the difference between the sale proceeds and the
carrying amount of the asset and is recognized as an income or expense in the period it relates.
An item of property, plant and equipment is derecognized upon disposal or when no future economic benefits are
expected from its use or disposal.
These are stated at cost less impairment loss, if any, including capitalization of borrowing costs. It consists of
expenditures incurred and advances made in respect of fixed assets in the course of their construction and installation.
Leased Asset
Leases where the Company has substantially all the risks and rewards of ownership are classified as finance leases.
At inception, finance leases are capitalized at the lower of present value of minimum lease payments under the lease
agreements and the fair value of the assets.
The related rental obligations, net of finance cost, are included in liabilities against assets subject to finance lease as
referred to in note 9. The liabilities are classified as current and non-current depending upon the timing of the payment.
Each lease payment is allocated between the liability and finance cost so as to achieve a constant rate on the balance
outstanding. The interest element of the rental is charged to profit over the lease term. The financial charges are
calculated at the interest rates implicit in the lease and are charged to the profit and loss account.
Assets held under finance lease are stated at cost less accumulated depreciation and impairment loss, if any, at the
rates and basis applicable to the Company owned assets.
5.2 Intangibles
Intangibles acquired separately are measured on initial recognition at cost. Following initial recognition, intangibles
are carried at cost less any accumulated amortization and any accumulated impairment losses. The useful lives of
intangibles are measured to be finite. Intangibles with finite lives are amortized over the useful life and assessed for
impairment whenever there is an indication that the asset may be impaired. The amortization period and amortization
method for an intangibles with a finite life is reviewed at each financial period end. The amortization expense is
recognized in profit or loss in the expense category consistent with the function of the intangibles.
Amortization on additions is charged from the month in which an asset is acquired or capitalized while no amortization
is charged for the month in which the asset is disposed of.
Stock in trade, stores, spares and loose tools are valued at lower of cost or net realizable value except those in transit,
which are valued at invoice value including other charges, if any, incurred thereon. Basis of determining cost is as
follows:
Provision for obsolete and slow moving inventory is based on management estimates.
Net realizable value is determined on the basis of estimated selling price of the product in the ordinary course of
business less costs of completion and costs necessary to be incurred in order to make the sale.
Trade debts are carried at invoice amount on transaction date less any estimate for doubtful debts. Known bad debts
are written off as and when identified.
Cash and cash equivalents are carried in the balance sheet at cost.
For the purpose of cash flow statement, cash and cash equivalents comprise of cheques in hand, cash and bank balances.
All the financial assets and financial liabilities are recognized at the time when the Company becomes a party to the
contractual provisions of the instruments. The Company derecognizes a financial asset or a portion of financial asset
when, and only when, the Company loses control of the contractual rights that comprise the financial asset or portion
of financial asset. While a financial liability or part of financial liability is derecognized from the balance sheet when, and
only when, it is extinguished, i.e. when the obligation specified in the contract is discharged, cancelled or expires.
All financial assets and financial liabilities are initially measured at cost, which is the fair value of the consideration given
and received respectively. These financial assets and liabilities are subsequently measured at fair value, amortised cost
or cost, as the case may be.
Financial assets are investments, trade deposits, trade debts, loans and advances, other receivables, cash and bank
balances. These are stated at their nominal values as reduced by the appropriate allowances for estimating irrecoverable
amount.
Financial liabilities are classified according to the substance of the contractual arrangements entered into. Significant
financial liabilities are long term loans, short term running finance utilized under mark-up arrangements, creditors,
liabilities against assets subject to finance lease, accrued and other liabilities. Mark-up bearing finances are recorded
at the gross proceeds received. Other liabilities are stated at their nominal value.
A financial asset and financial liability is offset and the net amount is reported in the balance sheet if the Company has
a legal enforceable right to set off the recognized amounts and intends either to settle on net basis or to realize the
assets and settle the liabilities simultaneously.
The Company assesses at each balance sheet date whether there is any objective evidence that a financial asset or
a group of financial assets is impaired. A financial asset or a group of financial assets is deemed to be impaired if, and
only if, there is objective evidence of impairment as a result of one or more events that has occurred after the initial
recognition of the asset (an incurred ‘loss event’) and that loss event has an impact on the estimated future cash flows
of the financial asset or the group of financial assets that can be reliably estimated.
Evidence of the impairment may include indicators that the debtor or a group of debtors is experiencing significant
financial difficulty, default or delinquency in interest or principal payments, the probability that they will enter bankruptcy
or other financial reorganization and where observable data indicates that there is a measurable decrease in the
estimated future cash flows, such as changes in arrears or economic conditions that correlate with defaults.
The amount of loss is measured as the difference between the asset’s carrying amount and the present value of the
estimated future cash flows discounted at the financial asset’s original effective interest rate. The carrying amount of
the asset is reduced and the amount of the loss is recognized in the profit and loss account. If, in a subsequent period,
Creditors relating to trade and other payables are carried at cost which is the fair value of the consideration to be paid
in the future for goods and services received, whether or not billed to the Company.
5.10 Provisions
A provision is recognized in the balance sheet when the Company has a legal or constructive obligation as a result of
a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the
obligation and a reliable estimate can be made of the amount of obligation.
5.11 Taxation
Current
Provision for the current tax is based on the taxable income for the year determined in accordance with the provisions
of the Income Tax Ordinance, 2001. The charge for current tax is calculated using prevailing tax rates or tax rates
expected to apply to the profit for the year if enacted after taking into account tax credits, rebates and exemptions, if
any. The charge for current tax also includes adjustments, where considered necessary, to provision for tax made in
previous years arising from assessments framed during the year for such years.
Deferred
Deferred tax is provided in full using the balance sheet liability method on all temporary differences arising at the
balance sheet date, between the tax bases of the assets and liabilities and their carrying values. Deferred tax assets
are recognized for all deductible temporary differences to the extent that it is probable that future taxable profits will
be available against which the temporary differences can be utilized.
The carrying amounts of all deferred tax assets are reviewed at each balance sheet date and reduced to the extent, if
it is no longer probable that sufficient taxable profits will be available to allow all or part of the deferred tax assets to
be utilized.
Deferred tax is calculated at the rates that are expected to apply to the year when the differences reverse based on
tax rates that have been enacted or substantially enacted by the balance sheet date.
Revenue is recognized when the significant risks and rewards of ownership of the goods is transferred to the buyer at
the time of issuance of delivery challan.
Revenue from export of goods is recognized at the time of issuance of bill of lading.
Profit earned on saving and deposit accounts is accrued on time proportion basis by reference to the principal
outstanding at the applicable rate of return.
During the year, the Company operates funded defined benefit gratuity plan for all of its permanent employees. Under
this plan, gratuity is paid to the retiring employees on the basis of their last drawn gross salary for each completed year
of service.
Experience adjustments are recognized in other comprehensive income when they occur. Amounts recorded in profit
and loss are limited to current and past service cost, gains or losses on settlements, and net interest income (expense).
All other changes in net defined benefit liability are recognized in other comprehensive income with no subsequent
recycling to profit and loss account.
The distinction between short term and other long term employee benefits is based on the expected timing of settlement
rather than the employees’ entitlement to benefits.
Foreign currency transactions are recorded at the rate of exchange prevailing on the date of transactions. Monetary
assets and liabilities in foreign currencies are translated into Pak rupees at the rate of exchange prevailing at the
balance sheet date.
Profit or loss arising on translation are recognized in the profit and loss account.
Borrowing costs are recognized as an expense in the period in which these are incurred except to the extent of
borrowing costs that are directly attributable to the acquisition, construction or production of qualifying assets, which
are assets that necessarily take a substantial period of time to get ready for their intended use. Such borrowing costs
are capitalized as part of the cost of the qualifying asset.
All transactions with related parties and associated undertakings are entered into arm’s length determined in accordance
with comparable uncontrolled price method.
Parties are said to be related if they are able to influence the operating and financial decisions of the Company and vice
versa.
For management purposes, the Group is organized into business units based on its products and services and has two
reportable segments, as follows:
Segment reporting is based on the operating (business) segments of the Group. An operating segment is a component
of the Group that engages in business activities from which it may earn revenues and incur expenses, including revenues
and expenses that relate to transactions with any of the Company’s other components. An operating segment’s
operating results are reviewed regularly by the Chief Executive Officer (CEO) to assess segment’s performance, and for
which discrete financial information is available. Segment results that are reported to the CEO include items directly
attributable to a segment as well as those that can be allocated on a reasonable basis.
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:
Effective date
(annual periods
Standard or Interpretation beginning on or after)
IFRS 2 Share-based Payments – Classification and Measurement of January 01, 2018
Share-based Payments Transactions (Amendments)
IFRS 10 Consolidated Financial Statements, IFRS 12 Disclosure of Interests in Other January 01, 2016
Entities and IAS 28 Investment in Associates – Investment Entities:
Applying the Consolidation Exception (Amendment)
IFRS 10 Consolidated Financial Statements and IAS 28 Investment in Associates and Not yet finalized
Joint Ventures - Sale or Contribution of Assets between an Investor and its
Associate or Joint Venture (Amendment)
IFRS 11 Joint Arrangements - Accounting for Acquisition of Interest in Joint Operation January 01, 2016
(Amendment)
IAS 1 Presentation of Financial Statements - Disclosure Initiative (Amendment) January 01, 2016
IAS 7 Financial Instruments: Disclosures - Disclosure Initiative - (Amendment) January 01, 2017
IAS 12 Income Taxes – Recognition of Deferred Tax Assets for Unrealized losses
(Amendments) January 01, 2017
IAS 16 Property, Plant and Equipment and IAS 38 intangible assets - Clarification January 01, 2016
of Acceptable Method of Depreciation and Amortization (Amendment)
IAS 16 Property, Plant and Equipment IAS 41 Agriculture - Agriculture: Bearer Plants January 01, 2016
(Amendment)
IAS 27 Separate Financial Statements – Equity Method in Separate Financial Statements January 01, 2016
(Amendment)
The above standards and amendments are not expected to have any material impact on the Company’s financial
statements in the period of initial application.
In addition to the above standards and amendments, improvements to various accounting standards have also been
issued by the IASB in September 2014. Such improvements are generally effective for accounting periods beginning on
or after 01 January 2016. 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.
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.
From the date of acquisition, Nimir Resins Limited has contributed Rs. 1,021,701,529 of revenue and Rs. 37,749,202 to
the profit before tax from continuing operations of the Group. If the combination had taken place at the beginning of the
year, revenue from continuing operations would have been Rs. 1,778,018,742 and the profit from continuing operations
for the Group would have been Rs. 72,878,496.
Subsequent to acquisition, the Group has acquired further shares as disclosed in Note 1.3.
Financial information of subsidiaries that have material non-controlling interests is provided below:
Proportion of equity interest held by non-controlling interests (NCI):
2016 2015
(Rupees) (Rupees)
Year ending 30 June
2016 – 25,313,736
2017 39,232,107 26,597,448
2018 39,501,442 24,454,865
2019 42,471,056 27,009,218
2020 15,038,918 –
2021 16,523,199 –
152,766,722 103,375,267
Less: Future finance charges (19,687,743) (13,432,059)
133,078,979 89,943,208
Less: Current maturity shown under current liabilities (28,701,586) (17,937,506)
104,377,393 72,005,702
9.1 The lease agreements have the option for purchase of asset at the end of the lease period. There are no financial
restrictions in the lease agreement.
9.2 Minimum Lease Payments (MLP) and their Present Value (PV) are regrouped below:
2016 2015
MLP PV of MLP MLP PV of MLP
(Rupees) (Rupees)
Due not later than 1 year 39,232,107 28,701,586 25,313,736 17,937,506
Due later than 1 year but not
later than 5 years 113,534,615 104,377,393 78,061,531 72,005,702
152,766,722 133,078,979 103,375,267 89,943,208
2016 2015
(Rupees) (Rupees)
10 NET DEFINED BENEFIT LIABILITY / (ASSET) - FUNDED GRATUITY
Staff retirement benefit plan- parent
Present value of defined benefits obligation 59,666,550 48,493,178
Less: fair value of plan assets (9,860,682) –
49,805,868 48,493,178
10.3 The charge for the year has been allocated as follows:
Impact on defined
Sensitivity level Assumption benefit obligation
+100 bps Discount rate 62,495,200
- 100 bps Discount rate 73,834,754
+100 bps Expected increase in salary 73,912,624
- 100 bps Expected increase in salary 62,333,059
The sensitivity analysis above have been determined based on a method that extrapolates the impact on defined
benefit obligation as a result of reasonable changes in key assumptions occurring at the end of the reporting period.
The average duration of the defined benefit plan obligation at the end of the reporting period is 8 years for the holding
company and 9.8 years for subsidiary.
During the year, the Holding Company formed a funded gratuity plan, for all its permanent employees, duly approved
by Commissioner Inland Revenue through order no. 7220314 dated May 17, 2016.
10.8 The contribution to the gratuity fund is placed under conventional arrangement.
Nimir Industrial Chemicals Ltd. 78
11 DEFFERED TAX LIABILITY
Note 2016 2015
(Rupees) (Rupees)
This comprises of:
Deferred tax liabilities on taxable temporary differences
Accelerated tax depreciation 300,981,870 247,820,611
Deferred tax assets on deductible temporary differences
Trade debts - provision for doubtful debts (6,004,031) (6,391,389)
Provision against stock (32,661,890) (141,231)
Provision against advance – (461,560)
Provision against others (22,542,636) (2,151,917)
Deferred and unpaid liabilities (28,525,391) (22,749,708)
Tax losses and minimum tax credit carried forward (70,986,364) (156,717,408)
140,261,558 59,207,398
12 TRADE AND OTHER PAYABLES
Creditors 268,422,986 113,003,143
Accrued liabilities 128,600,572 51,194,172
Security deposits 12.1 400,000 400,000
Advances from customers 29,490,687 11,312,779
Workers profit participation fund 12.2 35,557,857 15,803,946
Workers welfare fund 12.3 34,730,981 20,445,331
Withholding tax payable 1,907,040 660,047
Others 8,008,380 382,701
507,118,503 213,202,119
12.1 These represents security deposits from distributors and transporters which, by virtue of agreement, are interest free,
repayable on demand and are used in the normal course of business.
Note 2016 2015
(Rupees) (Rupees)
The unutilized facility for opening letters of credit and bank guarantees as at 30 June 2016 amounts to Rs. 750 million
(2015: Rs. 276 million) and Rs. 96 million (2015: Rs. 115 million) respectively.
13.2 The aggregate of short term finance facilities under Shariah compliant arrangements available at period end is
Rs. 1,565 million (2015: Rs. 200 million). The rate of mark up ranges from 1 month KIBOR + 100 bps to 3 months
and 6 months KIBOR + 175 bps with no floor and no cap (2015: 1 month KIBOR + 5 bps to 3 months and 6 months
KIBOR + 125 bps with no floor and no cap). The facilities are secured against joint pari passu charge on the present
and future current assets of the Company.
The unutilized facility for opening letters of credit as at 30 June 2016 amounts to Rs. 693 million (2015: Rs. 169 million).
14 CONTINGENCIES AND COMMITMENTS
14.1 CONTINGENCIES
Holding Company
14.1.1 The income tax authorities raised a tax demand of Rs. 206 million by treating the remission of loan as taxable income
of Rs. 711 million for the tax year 2011. Appellate Tribunal Inland Revenue (ATIR) decided the case in favour of the
Company. The income tax department has filed an appeal in Honourable Lahore High Court against the decision.
14.1.2 Income tax department has amended the Company’s assessment relating to tax year 2009 under section 122(5A) of
the Ordinance, disallowing certain expenses and rejecting a refund amounting to Rs. 20 million against prior periods.
The Company has filed an appeal before Commissioner Inland Revenue (Appeals).
14.1.3 Pending the outcome of above cases, no provision has been made in the financial statements, since the management
of the Company based on the consultant opinion, is confident that the outcome of the appeals will be in the favour of
the Company.
Nimir Industrial Chemicals Ltd. 80
Subsidiary Company
14.1.4 The customs department passed an order under section 25 of the Customs Act in the case of Ravi Resins Limited
(previous name of the Company) creating a demand of Rs. 1.02 million. The tribunal has dismissed the appeal filed
against this order and the management has filed an appeal in the Honourable Lahore High Court that is pending
adjudication. The Company has also filed an application before Alternate Dispute Resolution Committee for the
resolution of this pending issue.
14.1.5 The income tax department has adjusted Rs. 20.163 million in respect of demands raised against the Tax Years 2003,
2004, 2005 and 2006. The Company has not admitted these demands and filed appeals against these adjustments.
No provision has been incorporated in these financial statements as the management is confident that these matters
would be settled in the favor of the Company. The return for Tax Year 2011 and 2014 have been selected for audit
under section 177 of the Income Tax Ordinance, 2001; proceedings in this respect have been initiated by the income
tax department that have not been completed yet. The Company has filed a writ petition before the Honorable Lahore
High Court against the selection of Company’s tax return for tax year 2014.
14.1.6 The Company have filed suits against material supplier and certain customers for the recovery of advance and trade
debts amounting to Rs. 35.653 million. The Company expects a favorable outcome of these suits; therefore, no
provision has been made in these financial statements.
14.2 COMMITMENTS
Commitments in respect of letters of credit and letters of guarantee as at 30 June 2016 are as follows:
2016 2015
(Rupees) (Rupees)
Letters of credit established for the import of raw materials,
spare parts and machinery 464 million 73 million
Letter of guarantee given to SNGPL 99 million 96 million
Letter of guarantee given to PSO 18 million 5 million
Letter of guarantee given to TOTAL PARCO 5 million –
Note 2016 2015
15 PROPERTY, PLANT AND EQUIPMENT (Rupees) (Rupees)
Operating fixed assets 15.1 2,054,997,961 1,503,129,843
Capital work in progress 15.5 194,901,936 125,742,377
2,249,899,897 1,628,872,220
19 STOCK IN TRADE
Raw and packing material
In hand 397,951,694 108,000,870
In transit 428,388,732 383,814,519
826,340,426 491,815,389
Less:
Provision for raw material (10,433,626) –
Provision for onerous contract (76,194,000) –
Provision for packing material (427,973) (427,973)
(87,055,599) (427,973)
739,284,827 491,387,416
Finished goods 391,253,454 267,026,180
Less: Provision for obsolescence (3,144,209) –
388,109,245 267,026,180
1,127,394,072 758,413,596
20 TRADE DEBTS
Unsecured - considered good
Due from customer 20.1 1,224,295,609 482,312,500
Due from associated company 471,953 –
1,224,767,562 482,312,500
Considered doubtful 89,885,224 19,367,842
Provision for doubtful debts 20.2 (89,885,224) (19,367,842)
– –
1,224,767,562 482,312,500
20.1 These customers have no recent history of default. For age analysis of these trade debts, referred to Note 36.1.1
30
OTHER EXPENSES
Workers’ profit participation fund 12.2 35,557,857 15,803,946
Workers’ welfare fund 12.3 14,285,650 6,005,499
Loss on disposal of property, plant and equipment 15.2 46,283 –
Loss on sale of damaged packing material - scrap – 1,513,536
Intangible written off 16 14,247,295 –
64,137,085 23,322,981
31 OTHER INCOME
Non financial assets
Gain on disposal of property, plant and equipment – 1,968,178
Gain on sale of damaged packing material - scrap 30,529 –
Reversal of provision on sales tax refundable – 13,598,057
Indenting commission 2,625,995 –
Rental income 300,000 –
Payables written off 345,759 –
Directors’ loan written off 15,000,000
Miscellaneous income 31.1 107,812 1,546,229
Financial assets
Profit on savings account 31.2 349,788 2,170,751
Profit on term deposit receipt 31.2 306,180 357,539
Gain on acquisition of subsidiary 86,455,567 –
105,521,630 19,640,754
31.1 Income earned under Shariah compliant arrangement amount to Rs. Nil (2015: Rs. Nil).
31.2 Profit earned under Shariah compliant arrangement amount to Rs. Nil (2015: Rs. Nil).
32 FOREIGN EXCHANGE LOSS Note 2016 2015
(Rupees) (Rupees)
Foreign liabilities 32.1 24,139,486 7,778,704
32.1 This include unrealized exchange loss on translation of liabilities in foreign currency amounting to Rs. 897,926 (2015: Rs. Nil).
34 TAXATION
Current tax
Current year 121,867,362 295,386
Prior year 151,301 (13,273,122)
122,018,663 (12,977,736)
Deferred tax
Relating to the reversal and origination of temporary differences 58,334,981 85,204,004
Expense resulting from reduction in tax rate (1,850,231) 262,592
56,484,750 85,466,596
178,503,413 72,488,860
The management monitors and limits the Company’s exposure to credit risk through monitoring of client’s credit
exposure review and conservative estimates of provisions for doubtful receivables, if any, and through the prudent
use of collateral policy.
Currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of
changes in foreign exchange rates. The Company’s exposure to the risk of changes in foreign exchange rates relates
primarily to the foreign trade payables. However at the year end, there are no material foreign currency balances.
39.1 The Chief Executive Officer, Directors and some executives have been provided with Company maintained cars and
generator sets, further they are also entitled to club membership and reimbursement of medical and entertainment
expenses.
39.2 An amount of Rs. 1,064,000 (2015: Rs. 617,777) was paid to directors on attending the board meetings.
40 NUMBER OF EMPLOYEES 2016 2015
Number of employees as at June 30 247 134
Average number of employees during the year 276 132
This is to inform you that the Board of Directors in their meeting held on September 29, 2016 has fixed the remuneration of Chief
Executive Officer (CEO) and Executive Directors of the Company. In pursuant of Section 218 of the Companies Ordinance, 1984,
this is to inform you that the terms and conditions of Chief Executive Officer (CEO) and Executive Directors of the Company are in
accordance with their terms of service with the Company policy.
The Board of Directors had decided the remuneration of CEO and Executive directors for which the following resolutions were
passed:
Resolved that “subject to approval of shareholders, the annual remuneration of Chief Executive Officer of the Company
be and is hereby increased to Rs. 11.40 million per annum exclusive of existing perquisites, bonus, Company maintained
cars, genset, club membership reimbursement of actual medical expenses, travelling, entertainment and other incidentals
relating to his office in accordance with the Company policy.”
Chief Executive Officer, being interested did not participate in this resolution
Further Resolved “subject to approval of shareholders, the annual remuneration of each Executive Director of the Company
be and is hereby increased to Rs. 8.64 million per annum exclusive of existing perquisites, bonus, Company maintained
cars, genset, club membership reimbursement of actual medical expenses, travelling, entertainment and other incidentals
relating to his office in accordance with the Company policy.”
The Executive directors being interested did not participate in this resolution.
Yours faithfully,
ORDINARY BUSINESS:
1. To confirm the minutes of the last Extra-Ordinary General Meeting (EOGM) of the Company held on Tuesday, December 29,
2015.
2. To receive, consider and adopt the audited accounts of the Company for the year ended June 30, 2016 together with the
reports of the Directors’ and Auditors’ thereon.
3. To appoint Auditors for the year ended June 30, 2017 and fix their remuneration. The retiring auditors M/s Ernst & Young
Ford Rhodes Sidat Hyder – Chartered Accountants have offered themselves for re-appointment.
SPECIAL BUSINESS:
4. To consider and approve the remuneration of Chief Executive Officer and Executive Directors.
OTHER BUSINESS:
Notes:
i. The share transfer books of the Company shall remain closed from October 25, 2016 to October 31, 2016 (both days
inclusive). Transfers received in order at the office of the Company’s shares registrar at the close of business on
Monday, October 24, 2016 will be treated in time for purpose of determine the entitlements attend and vote at the
AGM.
ii. A member eligible to attend and vote at this meeting is entitled to appoint another member as his/her proxy to attend
and vote instead of him/her. A proxy must be a member of the Company and shall produce his/her original Computerized
National Identity Card (CNIC) or passport at the time of meeting. Proxies in order to be effective must be received at
the registered office of the Company not later than forty eight (48) hours before the time of holding the meeting.
iii. The corporate shareholders shall nominate someone to represent them at the AGM. The nominations, in order to be
effective must be received by the Company not later than forty eight (48) hours before time of holding the meeting.
iv. Any individual beneficial owner of Central Depository Company of Pakistan Limited (CDC), entitled to attend and vote
at this meeting, must bring his/her original CNIC or passport, Account and participants’ I.D numbers to prove his/her
v. All shareholders who had not yet submitted the valid copies of CNIC and NTN Certificate(s) are requested to send the
copies of the same to the Shares Registrar. Shareholders of the Company who holds shares in scrip-less form on CDC
are requested to submit/send valid copies of CNIC and NTN Certificate(s) directly to their CDC participant (brokers)/
CDC Investor Account Services.
vi. Shareholders are requested to immediately notify change in address, if any, to the Company’s Share Registrar, at the
following address :
With reference to the notification of Securities and Exchange Commission of Pakistan (SECP), SRO 779(I)/2011, dated August 18,
2011, the Members/Shareholders who have not yet submitted photocopy of their valid Computerized National Identity Card (CNIC)
to the Company are required to send the same at the earliest directly of the Company’s Share Registrar, M/s Corplink (Pvt.) Limited.
Kindly comply with the request, as the CNIC number would be printed on all future dividend warrants. In case of non-receipt of
the copy of valid CNIC and non-compliance of the above mentioned SRO of SECP, the Company may be constrained to withhold
dispatch of dividend warrant in the future.
The statement of material facts under section 160 (1) (b) of the Companies Ordinance, 1984 concerning the special business
contained in item No. 4 of the Notice of Annual General Meeting.
ITEM No. 4
i. To consider and approve the increase in the annual remuneration of Chief Executive Officer of the Company to Rs. 11.40
million per annum as approved by the Board exclusive of existing perquisites, bonus, Company maintained cars, genset,
club membership, reimbursement of actual medical expenses, travelling, entertainment and other incidentals relating
to his office in accordance with the Company policy.
ii. To consider and approve the increase in the annual remuneration of each executive Director of the Company to Rs. 8.64
million per annum as approved by the board in addition to the existing perquisites, bonus, Company maintained cars,
genset, club membership, reimbursement of actual medical expenses, travelling, entertainment and other incidentals
relating to his office in accordance with the Company policy.