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WAH NOBEL CHEMICALS

BOARD MEETING

A meeting of the Board of Directors of WAH NOBEL CHEMICALS LIMITED will be held at Main
Office of the Company at G.T. Road, Wah Cantt on Thursday, April 20, 2017 at 11:00 hours.

The following documents are sent herewith for advance information:

Formal Agenda for the Board Meeting.

Minutes of the previous Board Meeting held on February 27, 2017.

Chief Executives Review.

Directors Report to the shareholders and un-audited Condensed Interim Accounts for the 3rd
quarter ended March 31, 2017.

Notice of closed period.

You are requested to kindly make it convenient to attend.


(TANVEER ELAHI) COMPANY SECRETARY

NO.SECY/697/WNC DATED 13.04.2017.


WAH NOBEL CHEMICALS

EX

S.NO.

S U B J

PAGES
FROM

TO

1.

Agenda.

01
2.

Minutes of the previous Board Meeting.

02

13

3.

Chief Executives Review.

14

19

Directors Report to the shareholders and un-audited Condensed Interim Accounts for the 3rd

quarter ended March 31, 2017.

20

32

5.

Notice of closed period.

33

34
______________
1

WAH NOBEL CHEMICALS

WAH NOBEL CHEMICALS LIMITED

AGENDA FOR THE BOARD MEETING

TO BE HELD ON APRIL 20, 2017

To confirm Minutes of the previous Board Meeting held on February 27, 2017.

Chief Executives Review.

Directors Report to the shareholders and un-audited Condensed Interim Accounts for the 3rd
quarter ended March 31, 2017.

Any other business with the permission of the Chairman.


______________
2

WAH NOBEL CHEMICALS

MINUTES OF THE BOARD MEETING OF WAH NOBEL CHEMICALS LTD HELD AT REGISTERED OFFICE
OF THE COMPANY, AT G.T. ROAD,WAH CANTT

ON MONDAY, FEBRUARY 27, 2017 AT 1030 HOURS

PRESENT

Lt. Gen Omar Mahmood Hayat

Chairman

2.

Mr. Muhammad Nawaz Tishna

Director

3.

Mr. Tabassum Rahman

Director

4.

Brig (R) Shiraz Ullah Choudhry

Director / Chief Executive

BY INVITATION

1.

Syed Naseem Raza

Executive Director

IN ATTENDANCE
1.

Mr. Tanveer Elahi

Company Secretary & CFO

RECITATION

The meeting started with recitation from the Holy Quran.

WELCOME

The Chairman welcomed the Directors at the meeting.

LEAVE OF ABSENCE

Leave of absence was granted to Mr. Torbjorn Saxmo, Director Mr. Muhammad Afzal Director, Mr. Hashmat
Hussain Director, who could not attend the meeting due to their other official commitments.

CONFIRMATION OF MINUTES OF THE PREVIOUS BOARD MEETING HELD ON NOVEMBER 03, 2016.

Minutes of the previous Board meeting held on November 03, 2016 were presented to the Board for approval.

The Chairman invited comments on the minutes.

There being no observation on the minutes, these were unanimously approved by the Board and signed by the
Chairman.
WAH NOBEL CHEMICALS

CHIEF EXECUTIVES REVIEW

Chief Executive presented an overview of the companys performance and the un-audited financial results for
st
the 1 half year ended December 31, 2016 for the consideration of the Board of Directors

ANALYSIS AND DISCUSSION

CE submitted that Board of Directors would be pleased to note Par excellence performance of Wah Nobel
Chemicals Ltd during the period under review.

CE reported that company sold a total of 15,413 M. TON as compared to 12,300 M. TON of previous year i.e.
3,113 M. TON excess sales. The gross sales during the period under review stood at Rs. 671.142 million as
against Rs. 660.072 million of previous corresponding period i.e. increase in sales by Rs. 11.07 million.

CE informed that during the period under review the Company achieved pre-tax profit of Rs. 87 million as
against Rs.48 million during the previous corresponding period which resulted in an increase of pre-tax profit
by Rs.39 million (82% INCREASE).

CE added that during the period under review the company earned after tax profit of Rs. 59 million as against
after tax profit of Rs.31 million during the previous corresponding period (92% increase).

CE stated that cost of sales, operational and financial expenses were controlled, consequently cost of sales
decreased to 79% vis--vis 84% (decreased by 5%).

CE apprised that UFMC prices crashed from Rs 3,100 TO Rs 2,700 per bag on July 19, 2016 which eroded the
profit. CE added that indeed selling at new price was to be on loss, thus production was suspended for about
two weeks and was resumed after adjusting the sails. CE further added that price of UFMC by and large
remained at the same level, till Jan 15, 2017, however, Company did accrue reasonable profit by initiating host
of measures.
CE informed that methanol average prices last year hovered around US$ 243, whereas have now surged to
US$ 375 per M.Ton. Consequently cost of production have increased and company was challenged to pass on
the same to customers in highly competitive market, however, company would maintain a subtle balance to
retain market share and to accrue reasonable profit.

CE reported that production remained suspended / lowered for about 10 days due to non-availability of
methanol at plant. Operations were suspended at Karachi port due to fire at methanol tankers (57 m.ton of
WNCL methanol also burnt).
WAH NOBEL CHEMICALS

CE stated that Urea was being procured from Fauji Fertilizer (a reliable source) since establishment of WNCL.
Urea sources have been diversified to procure Urea on competitive rates, through this arrangement saving of
approx Rs 200 per bag is being accrued. In next six months we shall accrue saving to the tune of Rs 11 million.

CE acknowledged that better results has been possible due to earnest efforts, dedication of Wah Nobel
Chemicals employees.

SALES DATA

ST
BUDGETARY TARGETS VS ACTUAL PERFORMANCE(1 HALF FISCAL YEAR 2016-17)

CE presented following comparison between budgetary targets and actual targets achieved during six months
period ended December 31,2016 .

SALES TARGETS

2016-17

2015-16

(Rs in Millions)

(Rs in Millions)
ANNUAL SALES TARGETS

1570.321

1813.832

HALF YEARLY SALES TARGETS

785.161

906.916

SALES TARGETS ACHIEVED

670.626

659.859

%AGE ACHIEVED VS BUDGETARY

85.41%

72.76%

TARGETS
GROSS SALES HALF YEARLY COMPARISON

CE presented following Sales Data for the half year ended December 31,2016 along with comparative data for
the previous two corresponding periods.

CORE PRODUCTS

BUDGETED

ACHIEVED

2016-17

2016-17

2015-16
2014-15

M.TONS

FORMALDEHYDE

4,500

5,604

2,006

2,238
UF/PF GLUE

7,500

6,440

7,092

8,336

UFC-85

350

823

339

SPECIAL RESINS

15

18.61

25

21

SUB-TOTAL

12,365

12,063

9,946

10,934

THINNER

1,000

1,303

506
926

SUB-TOTAL

13,365

13,366

10,452

11,860

UFMC

2,500

2,024

1,848

1,665

MISCELLANEOUS

23

GRAND TOTAL

15,865

15,413

12,300

13,525
WAH NOBEL CHEMICALS

FINANCIAL RESULTS

Financial results (un-audited) for the half year ended December 31, 2016 compared with the results of the
corresponding period of the previous two years presented by CE are tabulated below:

Half year ended

Description

2016-17

2015-16

2014-15

(Rupees

in millions)

Manufactured goods

Gross sales
671

660

706

Net sales

568

560

602

Cost of sales

(450)

(468)

(547)

Gross profit

119

92

55

Operating expenses

Admin & General expenses

(5)

(6)

(8)

Selling and distribution expenses

(15)

(22)

(28)

Other Operating Income

2
1

Operating profit

99

65

21

Financial and other charges:

Finance Cost

(4)

(9)

(15)

Other expenses

(7)

(4)

(1)

Share in profit/(loss) of associated

(1)

(3)

(1)

Profit before taxation

87

48

Provision for taxation

(28)

(17)
(6)

Profit after taxation

59

31

(1)

MAJOR RATIOS AS %AGE OF NET SALES

Half year

Half year

Half year

Description

ended

ended

ended

2016-17

2015-16

2014-15
Cost of sales

79%

84%

91%

Gross Profit

21%

16%

9%

Admin. & General expenses

0.9%

1%

1%

Selling & distribution expenses

3%

4%

4.6%
Financial expenses

0.6%

1.6%

2%

Pre-tax profit

15%

8.5%

0.8%

After-tax profit

10%

5%

-0.2%

Earning per share

Rs.6.50

Rs.3.41

Rs.-0.15

CE graphically presented the Gross Sales , Pre and After Tax profit/ loss of the company for the half year
ended December 31,2016 compared with the previous two corresponding periods as follows:
WAH NOBEL CHEMICALS

Gross Sales (Value Wise)

(RS. IN MILLION)
PRE-TAX PROFIT

(RS. IN MILLION)
WAH NOBEL CHEMICALS

5.5.3 AFTER- TAX PROFIT

(RS. IN MILLION)
SALES RECEIPTS AND RECEIVABLES

6.1 Month wise details in respect of sales /receipts and receivables from July 01, 2016 to December 31, 2016
submitted by CE are tabulated below:

MONTH

SALES

RECEIPTS

RECEIVABLES

(Rupees in millions)

476
JUL 16

88

90

474

AUG 16

111

116

469

SEP 16

78

73

474

OCT 16

152

125

501
NOV 16

128

140

489

DEC 16

114

133

470

TOTAL

671

676
WAH NOBEL CHEMICALS

TOTAL RECEIVABLES (AGING)

Month

TOTAL

CURRENT

OVER

OVER

OVER

OVER

OVER

OVER

OVER

M.Rs.

30-DAYS

60-DAYS

90-DAYS

6-MONTH

1-YEAR

2-YEAR

3-YEAR
JUL-16

474

77

95

62.5

42

53

82

0.06

62

16%

20%

13%

9%

11%

17%

0%

13%

SEP-16

474

80
93

56

51

43

80

62

17%

20%

12%

11%

9%

17%

2%

13%

DEC-16

470

97

113

54

28

22

82.5

12.6

62
21%

24%

11%

6%

5%

17%

3%

13%

7. FINANCIAL STATEMENTS (UNAUDITED) FOR FIRST HALF YEAR ENDED DECEMBER 31, 2016

Pursuant to Section 245 of the Companies Ordinance 1984, the Chief Executive submitted to the Board a copy
of un-audited financial statements for the Half Year ended December 31, 2016 duly endorsed by the CE and
CFO along with the Auditors Review Report, Auditors letter dated February 23, 2017 addressed to the Board
of Directors, and the Directors Report to the share holders for their consideration and approval for submission
to share holders and others.

Chairman invited comments on the un-audited half yearly accounts and other related documents.

Mr. Muhammad Nawaz Tishna, Director, observed that during the period under review cost of sales has
substantially declined i.e. from 83% to 79% to the corresponding period of the previous year resultantly Gross
Profit ratio has improved from 16% to 21%. He also added that due to better management of working capital
financial expenses have also reduced by 59% during the period under review. He further added that
consequently after tax profit has increased from Rs 31 million to Rs 59 million during the period under review
as compared with same period of previous years .

Board appreciated the performance of the Company during the 1st half year, ended 31 December, 2016 and
hoped that companys performance should be even better during the remaining six months of the current
financial year.
There being no other observation, the Board passed the following resolution unanimously:

Resolved that:

The Un-Audited Accounts for the half year ended December 31, 2016 together with the Directors Report to the
share holders be and are hereby approved and that the Accounts be signed by Mr.Hashmat Hussain, Director
and Brig (R) Shiraz Ullah Choudhry, Chief Executive.
WAH NOBEL CHEMICALS

Brig (R.) Shiraz Ullah Choudhry, Chief Executive of the Company be and is hereby authorised to sign the
Directors Report to the shareholders.

As requested by the auditors vide their letter dated February 23, 2017 , Board hereby confirmed that on the
basis of past experience , provision for doubtful debts already provided in the accounts is sufficient.

PROSPECTS FOR THE REMAINDER OF 2016-17

CE stated that price of methanol would either remain around US$ 375 per M. Ton or may increase slightly /
might touch US$ 400 per M. Ton. CE added that the increase in cost of production and competitive
environment may lead to erosion of profit.

CE informed that UFMC prices have increased by about Rs 200 per bag w.e.f. Jan 16, 2017 and the stress
witnessed during first 6 months of financial year 2016-17 as regard UFMC prices would now be comparatively
less.

CE submitted that notwithstanding rise in methanol prices, highly competitive market, and law and order
situation, with Allahs blessings Company would be able to achieve the budgetary targets.

PROGRESS ON THE PREVIOUS AGENDA POINTS

CE apprised the Board that to enhance the production capacity of UFMC plant, BODs in the previous meeting
accorded approval for installation of additional Ball Mill at a cost of Rs 4.5 million. . CE submitted that the Ball
Mill was installed on 15 December, 2016, and the production capacity have increased from 4,000 m.ton to
4,800 m.ton annually.

AUTHENTICATION OF STATUTORY RETURNS FILED BY THE COMPANIES

Company Secretary submitted that Securities & Exchange Commission of Pakistan (SECP) vide its Circular #
4 of 2017dated January 27,2017 has directed all the companies to ensure that effective from March 01,2017
statutory returns to be filed with the Commission and Company Registration Office (CRO) shall be
authenticated by an officer of the Company who is duly authorized through a resolution of the board of
directors in writing.
Board considered the matter and unanimously passed the following resolution:

The Board of Directors of the Company resolved that:

1. Brig (R.) Shiraz Ullah Choudhry, Chief Executive, having CNIC # 34201-3183758-9 or Mr.Tanveer Elahi,
Company Secretary having CNIC# 37405-1504818-3 is authorized to represent the Company at Securities
&Exchange Commission of Pakistan and its Company
WAH NOBEL CHEMICALS

10

Registration Office, Islamabad , to sign off various forms/ documents and to do all needful acts in order to
complete all procedural and legal formalities incidental and ancillary thereto.

Any and all actions of the authorized representative/nominated officer in pursuant to, or in furtherance of the
intent and purposes of the foregoing resolution, are hereby in all respects adopted, approved, confirmed and
ratified as the valid and subsisting acts of this Company.

CAPITAL EXPENDITURE

CE apprised the Board that the installation of additional UFMC line with a capacity of 4,000 m.ton per annum at
the estimated cost of Rs 100 million ( approximately ) was pended due to financial constraints of the Company
and new UFMC project installed at Gujranwala (main market).

CE proposed that to further enhance the capacity of the existing plant a new line be added in the existing
building which would enhance the production capacity to 7,000 m.ton per annum at almost 1/3rd of the initial
cost estimates i.e. approximately Rs 30 million. CE informed that the estimated time

for completion , if approved , would be about 4 months.

CE submitted that following major machines / expenditure would be

required for the new line:

Machinery /Expenditure

Amount

US$

KNEADER

24,330
FREEZER AND DRYER FEEDER

23,130

BELT DRYER & STEAM HEADER

121,340

BALL MILL SYSTEM & DELIVERY SYSTEM

52,340

INSTALLATION CHARGES

13,130

FREIGHT

8,000

STEEL STRUCTURE, PIPING & CIVIL WORKS

35,714

MISCELLANEOUS EXPENSES

10,000

-----------

TOTAL

287,984

DISCOUNT

( 2,270 )

-----------

TOTAL
285,714 (RS 30 MILLION)

========

After discussion Board approved the procurement and installation of new line in existing UFMC plant and
passed the following resolution unanimously:

Resolved that the Chief Executive of the Company be and is hereby authorized to incur capital expenditure
of Rs 30 million for enhancement of production capacity of existing UFMC plant to 7,000 m.ton by adding a
new line.

Further Resolved That Chief executive of the Company is hereby authorized to take necessary steps in this
regard for execution of this project
WAH NOBEL CHEMICALS

11

OPENING OF A BANKING ACCOUNT

Company Secretary informed the Board our distributor for UFMC M/s New Asia Melamine Trading Company
has requested the Company to open its bank account with Bank Al-Habib ,Gujranwala exclusively for collection
from their customers. Collection in this account from their customers will be adjusted against our Invoices
issued to M/s New Asia Melamine Trading.

Matter was submitted for consideration of Board and if approved to pass following resolution:

The Board considered the matter and passed the following resolution unanimously:

RESOLVED that Current Plus Account be opened with Bank AL Habib Limited (Bank), Kangniwala Branch ,
Gujranwala , in the name of WAH NOBEL CHEMICALS LIMITED (Company) and the said Bank be and is
hereby authorized to honour, whether the said account be in credit or not , all cheques, bills of exchange,
drafts, promissory notes or other orders drawn ,accepted , or made on behalf of the Company and to act upon
any instructions which may be given to the Bank by the authorized signatories from time to time in connection
with the operation of the account.

Resolved that officials mentioned in Group1and Group 2 below be and are hereby authorised, to open the
aforesaid banking account of the Company

Group1:

Brig (R) Shiraz Ullah Choudhry, SI(M) -Chief Executive

Mr. Sajjad Nadeem Hashmi, -Senior GM (Procurement)

Group 2:
Mr.Tanveer Elahi, - Company Secretary/CFO

Mr. Quaid Ahmad Farooqui - Senior Manager Accounts

Further resolved that the two officials jointly, one each from above mentioned Groups (1 & 2) be and are
hereby expressly authorized to operate the above mentioned banking account of the Company, to issue any
instructions to the Bank and receive any document from the Bank concerning the account and to execute all
other documents which the Bank may from time to time require from the Company.

Further resolved that specimen signatures of the above named officials be provided to the relevant bank.

Further resolved that list of the existing Directors be provided to the Bank and intimate the Bank in writing of
any changes in Board that may take place and the Bank shall be furnished with the information as required by
it.
WAH NOBEL CHEMICALS

12

Further resolved that a certified copy of this resolution be communicated to the said Bank and it shall remain
in force until revoked by notice in writing by the Company.

DIVESTMENT OF EQUITY INVESTMENT IN ASSOCIATE COMPANY (WNAL)

CE informed the Board that the Company held 2.5 million (8.33%) shares of Wah Nobel Acetates Limited
(WNAL),an associated company. CE added that recently WNAL have not been performing well and has
incurred losses. To avoid an impact of any future losses of WNAL on the Companys profitability, CE proposed
to sell the Companys interests in WNAL to Wah Nobel (Pvt) Limited , parent company, which was willing to buy
these shares at a price of Rs 9/-per share .

The Board considered the matter and passed the following resolution unanimously:

RESOLVED that consent of the board of directors be and is hereby accorded to dispose of the 2,500,000
Ordinary Shares of Wah Nobel Acetates Limited at a price of Rs 9.00 per share to Wah Nobel (Pvt) Limited.

FURTHER RESOLVED that the Chief Executive Officer and / or the Company Secretary, be and are hereby
authorized to complete all necessary corporate and legal formalities and to do all necessary deeds, acts and
things as may be deemed necessary to give effect to the aforesaid resolution.

LEVY OF VEND FEE AND PERMIT FEE BY SINDH GOVT.

Chief Executive apprised the Board that there had been no change in the status since the last Board meeting
held on November 03, 2016. CE briefly restated the position as follows:

The company has filed constitutional petition NO. D-1412 in Sindh High Court challenging the legality of the
levy. The case was decided in favour of the company on June 12, 2001 by the
Sindh High Court, but Sindh Government moved an appeal in Supreme Court of Pakistan against the decision
of the Sindh High Court ,

The case is now awaiting adjudication by the Supreme Court of Pakistan.

Currently, all imports of methanol were being released on payment of Rs 3/- per Bulk Gallon in cash and
submission of Guarantee @ Rs 14/- per Bulk Gallon in the form of Indemnity Bond.

In case an un-favourable decision of the Supreme Court, the company was imposed to an aggregate obligation
of Rs 958 million up to December 31, 2016.
WAH NOBEL CHEMICALS

13

LEVY OF PERMIT FEE / LICENCE FEE BY THE PUNJAB GOVT.

Chief Executive apprised the Board that there had been no change in the status since the last Board meeting
held on November 03, 2016. He briefly restated the position as follows:

Punjab Govt. also imposed fee on import, possession, industrial use and sale of methanol vide notification
dated 30th June 2003.

The company and other manufacturers filed writ petitions in Lahore High Court and obtained stay order against
operation of the notification.

Petition No.10368-03 filed in Lahore High Court against levy of Excise Duty On Methanol was dismissed by the
learned High Court on 20.02.2014 which created a demand of RS.24,824,464.00 on imported Methanol from
15.09.2000 TO 23.05.2001 against the Company. The management of the Company through their Legal
Adviser filed two petitions in the Lahore High Court.

For revival of our dismissed Petition No.10368-03 on 20.02.2014.

For grant of stay order from the court on demand of Excise Duty on imported Methanol

Learned High Court Lahore granted both the stay orders on 28.03.2014.

Judgment of the Supreme Court in the Sindh Govt appeal would have bearing on this case as well.

VOTE OF THANKS
There being no other business to transact, the meeting was closed with a vote of thanks to the

Chair proposed by Mr. Muhammad Nawaz Tishna seconded by Mr. Tabassum Rahman and unanimously
approved by the Directors.

CHAIRMAN
14

WAH NOBEL CHEMICALS

WAH NOBEL CHEMICALS LTD

CHIEF EXECUTIVES REVIEW

I take the privilege to present an overview of the Companys performance and the un-
rd
audited accounts for the 3 quarter March 31, 2017 for consideration of the Board of
Directors.

OPERATING AND FINANCIAL RESULTS

ANALYSIS AND DISCUSSION

Board of Directors will be pleased to note satisfactory performance of Wah Nobel

Chemicals Ltd during the period under review. The performance of Wah Nobel Chemicals
as compared to the corresponding period of previous year is encouraging.

Earnest efforts were made at all tier to enhance the sales and profitability during the nine
months of financial year 2016-17. The company sold a total of 24,474 M. Ton as
compared to 20,256 M. Ton of previous year i.e. 4,218 M. Ton excess sales than previous
year.

The gross sales during the period under review amounted to Rs 1,127.738 million as
against Rs.1,042.449 million during the corresponding period of previous year i.e. Rs
85.289 million excess.

The Company achieved pre-tax profit of Rs 166.024 million as against Rs 89.618 million
during the corresponding period of the previous year, which resulted in an increase of pre-
tax profit by Rs 76.406 million (85.26 % increase). The after tax profit during this year is
Rs 109.876 million as against profit of Rs 58.397 million during last year (88.15%
increase). I may acknowledge that these results have been possible due to earnest efforts
/ dedication of Wah Nobel Chemicals employees.

Concerted efforts were put in to control the cost of sales, operational and financial
expenses. Consequently cost of sales decreased to 77.05% vis--vis 82.28% for the
corresponding period of previous year. (Decreased by 5.23%).

UFMC Prices crashed from Rs 3100 to Rs 2700 per bag on 19 July 2016 which eroded
the profit, indeed selling at new price was to be on loss, thus production was suspended
for about two weeks and was resumed after adjusting the sails. The price of UFMC by and
large remained at the same level, till 15 January 2017. However, we did
15

WAH NOBEL CHEMICALS

accrue reasonable profit from UFMC during the period under review, by initiating host of
measures.

The Methanol average prices hovered around US$ 212 during the corresponding period of
the previous year, whereas prices even surged to US$ 400 per M.Ton during this year. The
Cost of Production has increased and company is challenged to pass on the same to
customers in highly competitive market. However, efforts are in hand to maintain a subtle
balance to retain market share and to also accrue reasonable profit.

The production remained suspended / lowered for about 10 days due to non-availability of
Methanol at the plant due to shortage of Methanol as operations were suspended at
Karachi Port due to fire at Methanol Tankers.

The Urea was being procured from Fauji Fertilizer Corporation (reliable source) since
establishment of WNCL. This source has been diversified to procure Urea on competitive
rates, through this arrangement saving of approx Rs 200 is being accrued per bag. This
arrangement during the remaining period of financial year 2016-17 shall accrue reasonable
saving which would contribute towards profit.

rd
BUDGETARY TARGETS VS ACTUAL PERFORMANCE (3 QUARTER OF FISCAL
YEAR 2016-17)

(Rs in Million)
Sales Targets

2016-17

2015-16

Annual Sales Targets

1570.321

1813.832

Nine Months Sales Targets (Jul 2016 - Mar 2017)

1177.741

1360.374

Sales Targets achieved (Jul 2016 Mar 2017)

1127.021

1042.684

% age achieved vs Budgetary Targets

95.69%

76.65%
WAH NOBEL CHEMICALS

16

1.3 SALES DATA


Budgeted

Nine

Nine

Nine

Target

Months

Months

Months

A/U

Nine Months
ended

ended

ended

Core Products

ended

Mar 31, 2017

Mar 31, 2017

Mar 31, 2017


Mar 31, 2017

Formaldehyde

M.Ton

6,750

9,345

4,158

3,665

UF/PF Glue

11,250

9,119
11,276

12,989

UFC-85

525

1,277

421

Special Resins

23

24

35

30

Sub-Total

18,548

18,488

16,746

17,105
Thinner

1,500

2,494

626

1,219

Sub-Total

20,048

20,982

17,372

18,324

UFMC

3,750

3,460

2,884

2,676

Miscellaneous

32
-

Grand Total

23,798

24,474

20,256

21,000

FINANCIAL RESULTS

(Rupees in 000)

Description

Nine Months

Nine Months

Nine Months

ended

ended

ended

March 31, 2017


March 31, 2016

March 31, 2015

Gross sales

1,127,738

1,042,449

1,084,100

Net sales

954,893

884,127

923,542

Cost of sales

(735,711)

(727,417)

(831,062)
Gross profit

219,182

156,710

92,480

Operating expenses

Admin & Gen Expenses

(8,546)

(9,673)

(8,992)
Selling and distribution expenses

(27,304)

(35,265)

(44,351)

Other Operating Income

2,701

1,994

1,639

Operating profit

186,032

113,766

40,776
Financial and other charges:

Finance Cost

(5,993)

(12,659)

(21,476)

Other expenses

(12,769)

(7,323)

(1,679)
Share in profit/(loss) of Associated

(1,245)

(4,165)

(0,907)

Co.

Profit before taxation

166,024

89,618

16,714
Provision for taxation

(56,148)

(31,221)

(9,504)

Profit after taxation

109,876

58,397

7,210
17

WAH NOBEL CHEMICALS

MAJOR RATIOS AS %AGE OF NET SALES

Nine Months

Nine Months

Nine Months

ended

ended

ended

Description

March 31,

March 31,

March 31,

2017

2016

2015

Cost of sales

77.05%
82.28%

89.99%

Gross Profit

22.95%

17.72%

10.01%

Admin. & General expenses

0.89%

1.09%

0.97%

Selling & distribution expenses


2.86%

3.99%

4.80%

Financial expenses

0.63%

1.43%

2.32%

Pre-tax profit

17.39%

10.14%

1.81%
After-tax profit

11.51%

6.61%

0.78%

Earning per share

Rs.12.21

Rs. 6.49

Rs. 0.80

rd
2. UN-AUDITED FINANCIAL STATEMENTS FOR THE 3 QUARTER ENDED

st
31 March 2017

Preparation and presentation of the quarterly accounts of the company to the


shareholders, stock exchange and SECP is mandatory. Accordingly a copy of un-audited
rd st
financial statements for the 3 quarter ended 31 March 2017 along with the draft
Directors Report to the shareholders is submitted for approval.
RECEIVABLES

Month wise report of sales, receipts and receivables for the year is enclosed as Annex-A.
Continuous efforts are in hand by all concerned in the company for maximum recoveries of
receivables.

PROSPECTS FOR THE LAST QUARTER 2016-17

The price of Methanol will either remain around US$ 350 per M.Ton or we may also
witness slight decrease.

th
b. The UFMC prices have increased by about Rs 200 per bag w.e.f. 16 Jan, 2017.
st
The stress witnessed during 1 6 months of financial year 2016-17
18

WAH NOBEL CHEMICALS

as regard UFMC prices would now be comparatively less. The Company is hopeful to
earn reasonable profit with enhanced rates of UFMC.

Notwithstanding rise in Methanol prices, highly competitive market, and law and order
situation in the country, with Allahs blessings we are confident that the Company will be
able to achieve record profit during the financial year 2016-17.

PROGRESS ON THE PREVIOUS AGENDA POINTS

To enhance the production capacity of UFMC Plant, Board of Directors accorded approval
for installation of new UFMC line at the cost of Rs 30 million. The UFMC line will be
installed / start production from July / August 2017 (InshahAllah). After
nd
installation of 2 line the production capacity of UFMC will be enhanced to 7000 M.Ton
st
per annum. (The 1 line installed capacity is 4000 + 800 = Rs 4,800 M.Ton per annum.)

The order for the new line has been placed / LC opened. WUXI HUIHAO Plastic & Rubber
Machinery Company Limited China has intimated that the plant is ready for inspection. A
two member team after endorsement of visa will be leaving for pre shipment inspection.
Concurrently work on civil infrastructure is in progress. Effort is in hand to install /
operationalize the second line by July / August 2017.

STATUS OF LEVY OF VEND FEE AND PERMIT FEE BY SINDH GOVERNMENT

The case has been pending with the Supreme Court since long. Off late, on 29 / 30
March, 2017, the Supreme Court 3 Member Bench headed by the learned Chief Justice of
Pakistan (CJP) heard the case.
The said Bench during its proceedings heard the arguments of the Counsel of Excise
Deptt, Sindh Government and also provided opportunity to Methanol users /
Formaldehyde Manufacturers Counsels to present their defending arguments.

The CJP inquired about the reasons to amend the Sindh Aabkari Act 1878 and to include
Methanol as an item which didnt earlier exist in the list and as to why Excise & Taxation
Deptt did not raised any demand of fee on that ground after the said amendment in 2002.
19

WAH NOBEL CHEMICALS

The Honourable Supreme Court ordered that let these cases be treated as Part-heard, Re
list and to issue notices to all respondents for the next hearing. The date for the next
hearing of the case has not been fixed. The Court may nullify claim of fee before 2002
amendment. In case of any unfavourable decision, the liability of the company for
payment of vend fee and permit fee as on 31 March, 2017 will be Rs.969 million. (June
2016: Rs 926 million).

LEVY OF PERMIT FEE/LICENSE FEE BY THE PUNJAB GOVERNMENT

The case is under process in the Court. The decision of this case is directly related to the
decision of Supreme Court of Pakistan in above case.

BRIG (R)

SHIRAZ ULLAH CHOUDHRY, SI(M)

CHIEF EXECUTIVE
19.1

Month

Sales

Receipts

Write Off

Receivables

Million

Million

Million

Million
475.641

Jul/16

88.468

90.156

473.953

Aug/16

111.106

116.195

468.864

Sep/16

77.819

72.881

473.802

Oct/16

151.910

124.662
501.050

Nov/16

127.856

139.636

489.270

Dec/16

113.983

132.812

470.441

Jan/17

143.841

140.714

473.568

Feb/17

142.415

125.854

490.129

Mar/17

170.340

150.080

510.389
TOTAL

1127.738

1092.990

TOTAL RECEIVABLES (AGING) WAH NOBEL CHEMICALS LIMITED

FROM JULY 2016 TO December 2016

Month

TOTAL

CURRENT

OVER

OVER
OVER

OVER

OVER

OVER

OVER

M.Rs.

30-DAYS

60-DAYS

90-DAYS

6-MONTH

1-YEAR

2-YEAR

3-YEAR
Jul-16

473.953

77.426

95.170

62.527

41.725

52.882

82.333

0.065

61.825

16%

20%

13%

9%

11%

17%

0%

13%
Aug-16

468.864

101.189

73.752

60.363

37.498

48.271

79.167

6.870

61.754

22%

16%

13%

8%

10%

17%

1%

13%

Sep-16

473.802

79.979
92.964

56.044

51.355

43.360

80.344

8.012

61.744

17%

20%

12%

11%

9%

17%

2%

13%

Oct-16

501.050

125.443

72.469

57.320

51.736

26.503
77.922

28.012

61.645

25%

14%

11%

10%

5%

16%

6%

12%

Nov-16

489.270

127.521

110.674

34.113

28.376

24.596

82.720

19.625

61.645
26%

23%

7%

6%

5%

17%

4%

13%

Dec-16

470.441

97.209

112.650

53.872

27.974

21.843

82.559

12.690

61.644

21%

24%
11%

6%

5%

18%

3%

13%

Jan-17

473.568

116.199

88.768

59.566

31.916

19.252

88.603

7.572

61.692

25%

19%

13%

7%

4%

19%
2%

13%

Feb-17

490.129

127.856

103.287

40.531

41.585

16.468

80.503

18.301

61.598

26%

21%

8%

8%

3%

16%

4%

13%

Mar-17
510.389

143.826

111.499

51.897

24.637

17.935

79.735

19.262

61.598

28%

22%

10%

5%

4%

16%

4%

12%
20

WAH NOBEL CHEMICALS

WAH NOBEL CHEMICAL LTD

DIRECTORS REPORT TO THE SHAREHOLDERS

The Directors of the company are pleased to present Condensed Interim Financial Information (unaudited)
for the nine months period ended March 31, 2017.

The performance of the Company during the period under review has been par excellence. It achieved gross
Sales Revenue of Rs 1,127.738 million vis--vis Rs 1,042.449 million as compared to previous years
corresponding period. The Company accrued Pre-tax Profit of Rs 166,024 million as compared to Rs 89,618
million (increased by 85.26%) and earned After Tax Profit of Rs 109,876 million during the period under
review against Rs 58.397 million (increased by 88.15%) of the previous years corresponding period.

The increase in profit is mainly attributed to reduction in Cost of Production, Financial Cost (reduced by
52.66%) vis--vis the corresponding period of last year, besides better Product Sales Mix and selling of
products with reasonable profit.

The company has a positive outlook and geared up to ensure continued growth, operational efficiency and
optimum results for the company and its stakeholders in the last quarter of the financial year 2016-17.

As regards Vend fee and permit fee case, Sindh High Court has already pronounced favourable judgment.
Presently the case is pending with the learned Supreme Court of Pakistan. Nexus to merits of the case and
favourable decision of the Sindh High Court, the management is expecting a favourable decision from the
Apex Court.

The Directors are pleased to place on record their deep appreciation for the earnest efforts, dedication and
devotion to the cause, by all the employees of the company, at all tiers and pay vivid gratitude to all its
customers for their continued patronage, support and trust.
On behalf of the Board

BRIG (R)

Wah Cantt

SHIRAZ ULLAH CHOUDHRY, SI(M)

Dated: 20-04-2017

CHIEF EXECUTIVE
21

WAH NOBEL CHEMICALS LTD.

MANUFACTURERS OF FORMALDEHYDE AND FORMALDEHYDE RESINS

ISO 9001-2000, 14001, 17025 & OHSAS 18001 CERTIFIED

SECY/BM/697/ April 13, 2017

The Board of Directors,

Wah Nobel Chemicals Limited,

WAH CANTT.

Dear Sir,

PRESENTATION OF CONDENSED INTERIM FINANCIAL STATEMENTS

RD
FOR THE 3 QUARTER ENDED MARCH 31, 2017

Pursuant to Regulation No.XXIV of Code of Corporate Governance, we the undersigned, present


rd
the draft Condensed Interim Financial Statements of Wah Nobel Chemicals Limited for the 3
quarter ended March 31, 2017comprising Balance Sheet, Profit & Loss Account, Cash Flow
Statement and Statement of Changes in Equity along with notes annexed to the accounts forming
part thereof for consideration and approval of the Board.
Thanking you,

Yours sincerely,

For WAH NOBEL CHEMICALS LIMITED

____________________________ _________________________

C. F. O. CHIEF EXECUTIVE
G. T. Road, Wah Cantt. Pakistan

Tele : +92-51-5568760, +92-596-545243-6 & 9314101-21 Ext. 22236 & 23201

Marketing Deptt: +92-596-535864, Purchase Deptt: +92-596-545240

Fax : +92-596-535862 & 545241

E-Mail : wahnobel@comsats.net.pk & wahnobel@micro.net.pk

Website : http://www.wahnobel.com
22

Wah Nobel Chemicals Limited

Condensed Interim Balance Sheet (Un-Audited)

As at 31 March 2017

Unaudited

Audited

March 31,

June 30,

Note

2017

2016

(Rupees in '000')
Non-current assets

146,664

Property, plant and equipment

148,722

Long term investment

22,642

Total non-current assets

146,664

171,364

Current assets
Stores, spares and loose tools

42,253

39,734

Stock in trade

119,380

112,714

Trade debts

431,009

396,261

Advances

5,172

2,550

Trade deposits and prepayments

470

40
Accrued interest income

115

123

Other receivables

181

8,775

Short-term investment

17,583

2,583

Taxation - net

114,502

131,399

Cash and bank balances

19,217
7,795

Non-current asset held for sale

Total current assets

749,882

701,974

Total assets

896,546

873,338

Equity
Issued, subscribed and paid up capital:

9,000,000 (June 30, 2016: 9,000,000) ordinary shares of

90,000

Rs.10/- each, fully paid up in cash

90,000

Capital reserve

944
944

General reserve

425,000

375,000

Unappropriated profit

119,696

95,820

Total equity

635,640

561,764

Non current liabilities


Deferred tax liability

2,296

1,201

Accumulated compensated absences

4,777

4,294

Total non-current liabilities

7,073

5,495

Current liabilities

Trade and other payables

146,829

150,422
Due to associated companies

6,648

1,772

Accrued mark-up

1,729

2,313

Short term borrowings

98,627

151,573

Total current liabilities

253,833

306,079

Total liabilities

260,906

311,574
Total equity and liabilities

896,546

873,338

Contingencies and commitments

The annexed notes from 1 to 13 form an integral part of this condensed interim financial information.

______________
__________________

DIRECTOR

CHIEF EXECUTIVE

WAH CANTT DATED 20-04-2017


23

Wah Nobel Chemicals Limited

Condensed Interim Profit And Loss Account/ Statement Of Comprehensive Income


(Un-Audited)

For the Nine months period ended 31 March 2017

Nine Months

Nine Months

Quarter

Quarter

ended

ended

ended

ended
March 31,

March 31,

March 31,

March 31, 2017

2016

2017

2016
(Rupees in '000')

Gross sales

1,127,738

1,042,449

456,596

382,377

Sales tax

(172,845)

(158,322)

(70,057)

(58,421)

Net sales

954,893

884,127

386,539

323,956

Cost of sales

(735,711)

(727,417)

(285,927)

(259,168)

Gross profit
219,182

156,710

100,612

64,788

Administrative expenses

(8,546)

(9,673)

(3,100)

(3,624)

Distribution expenses

(27,304)

(35,265)

(11,918)

(12,940)
Operating profit

183,331

111,772

85,595

48,224

Financial and other charges:

Finance cost

(5,993)

(12,659)

(2,208)

(3,422)

Other expenses

(12,769)

(7,323)

(5,911)

(3,234)

Other income

2,701

1,994

1,103

897
Share in loss of associated

company- net of tax

(1,245)

(4,165)

(797)

Profit before taxation

166,024

89,618

78,578

41,667

Provision for taxation

(56,148)

(31,221)

(27,715)

(13,948)

Net profit after taxation

109,876

58,397

50,863

27,719
Other comprehensive income for the period

Other comprehensive income for the period

109,876

58,397

50,863

27,719

Earnings per share - basic and

diluted (Rupees)

12.21

6.49

5.65

3.08
The annexed notes from 1 to 13 form an integral part of this condensed interim financial information.

_____________

___________________

DIRECTOR

CHIEF EXECUTIVE

WAH CANTT DATED 20-04-2017


24

Wah Nobel Chemicals Limited

Condensed Interim Cash Flow Statement (Un-Audited)

For the Nine months period ended 31 March 2017

Note

March 31,

March 31,

2017

2016

CASH FLOWS FROM OPERATING ACTIVITIES

(Rupees in '000')
166,024

89,618

Profit before taxation

Adjustment for non cash charges and other items:

Depreciation

9,103

9,512

Interest income
(305)

(136)

Financial and other charges

5,787

12,617

Interest on Workers' profit participation fund

206

42

Gain on disposal of shares

(1,103)

4,165

Share in loss of associated company

1,245

Bad Debts
-

(13,164)

Workers' profit participation fund (WPPF)

8,983

5,037

Workers' welfare fund (WWF)

3,414

1,914

Provision for employees' gratuity fund

2,400

2,400

Provision for accumulated compensated absences

1,600

1,500
Changes in working capital

31,330

23,887

(Increase)/ decrease in current assets:

Stores, spares and loose tools

(2,519)

764
Stock in trade

(6,666)

11,415

Trade debts

(34,748)

(19,836)

Advances

(2,621)

6,997

Trade deposits and prepayments

(429)

19,556

Short term investment

(15,000)
-

Other receivables

8,594

Trade and other payables

(7,631)

3,407

Cash generated from operations

(61,020)

22,303

136,334

135,808

(Payment for) / receipt of:


Taxation

(38,156)

(39,716)

Financial and other charges

(6,372)

(14,254)

WPPF

(2,088)

(1,370)

Gratuity
(4,000)

66

Interest on bank balance

Compensated absences

(1,118)

(2,854)

Net cash generated from/(used in) operating activities

(51,734)

(58,128)

84,600

77,680

CASH FLOWS FROM INVESTING ACTIVITIES


(7,045)

(859)

Capital expenditure

Sales proceeds from disposal of shares

22,500

207

Interest on term deposit receipts

69

Interest on bank balance

245

Net cash used in investing activities


15,769

(652)

CASH FLOWS FROM FINANCING ACTIVITIES

(36,000)

(9,000)

Dividends paid

Net cash used in financing activities

(36,000)

(9,000)
Net increase in cash and cash equivalents

64,369

68,028

Cash and cash equivalents at beginning of the period

(143,777)

(225,638)

Cash and cash equivalents at end of the period

(79,408)

(157,610)
The annexed notes from 1 to 13 form an integral part of this condensed interim financial information.

_____________

_____________________

DIRECTOR

CHIEF EXECUTIVE

WAH CANTT DATED 20-04-2017


Wah Nobel Chemicals Limited

25

Condensed Interim Statement Of Changes In Equity (Un-Audited)

For the Nine months period ended 31 March 2017


Issued,

Capital

Revenue reserves
subscribed

reserve -

General

Unappropriated

Total

and paid-up

share
reserve

profit

share capital

premium
(Rupees in '000')

Balance as at July 1, 2015


90,000

944

360,000

41,516

492,460

Total comprehensive income for the period - net of tax

58,397

58,397

Others
Transfer to general reserve

15,000

(15,000)

Transaction with owners recorded directly in equity


Final dividend @ Rs. 1.00 per share

(9,000)

(9,000)

Balance as at March 31, 2016


90,000

944

375,000

75,913

541,857

Balance as at July 1, 2016

90,000

944

375,000

95,820

561,764
Total comprehensive income for the period - net of tax

109,876

109,876

Others

Transfer to general reserve


50,000

(50,000)

Transaction with owners recorded directly in equity

Final dividend @ Rs. 4.00 per share

(36,000)

(36,000)
Balance as at March 31, 2017

90,000

944

425,000
119,696

635,640

The annexed notes from 1 to 13 form an integral part of this condensed interim financial information.

________________

___________________
DIRECTOR

CHIEF EXECUTIVE

WAH CANTT DATED 20-04-2017


26

Wah Nobel Chemicals Limited

Notes To The Condensed Interim Financial Information (Un-Audited)

For the Nine months period ended 31 March 2017

1 STATUS AND NATURE OF BUSINESS

Wah Nobel Chemicals Limited (the Company) was incorporated in Pakistan on May 31, 1983 as a public limited company
under the Companies Act, 1913, (now the Companies Ordinance, 1984) and its shares are quoted on Pakistan Stock
Exchange. The holding company of the Company is Wah Nobel (Private) Limited and the ultimate holding company is Wah
Industries Limited. The registered office and manufacturing facilities of the Company are situated in Wah Cantt, Pakistan.

The principal activity of the Company is to manufacture Urea Formaldehyde Moulding Compound, Formaldehyde and
Formaldehyde based liquid resins for use as bonding agent in the chip board, plywood and flush door manufacturing
industries.

BASIS OF PREPARATION

This condensed interim financial information has been prepared in accordance with the requirements of the international
Accounting Standard 34 "Interim Financial Reporting" and provisions of and directives issued under the Companies
Ordinance, 1984. In case where requirements differ, the provisions of or directives issued under the Companies Ordinance,
1984 have been followed.

This condensed interim financial information is unaudited and is being submitted to the shareholders as required by Section
245 of the Companies Ordinance , 1984.

This condensed interim financial information do not include all the information and disclosures as required in the annual
financial statements and should be read in conjunction with the Company's annual financial statements for the year ended
June 30, 2016. Comparative condensed interim balance sheet is extracted from annual financial statements as of 30 June
2016 whereas comparative condensed interim profit and loss account, condensed interim statement of comprehensive
income, condensed interim cash flow statement and condensed interim statement of changes in equity are extracted from
unaudited condensed interim financial information of the Company for the period ended 31 March 2016.
ACCOUNTING POLICIES

The accounting policies and metods of computation adopted in the preparation of this condensed interim financial
information are same as those applied in the preparation of financial statements of the Company for the year ended June 30,
2016.

PROPERTY, PLANT AND EQUIPMENT

Un-Audited

Audited

March 31,

June 30,

2017

2016

Rupees in '000'

Opening book value

148,722

159,030

Additions during the period / year


Plant and machinery

6,965

2,755

Computer installations

19

32

Capital Worl in Progress

61

155,767

161,817

Depreciation for the period / year

(9,103)

(13,095)

Closing book value

146,664

148,722
27

Wah Nobel Chemicals Limited

Notes To The Condensed Interim Financial Information (Un-Audited)

For the Nine months period ended 31 March 2017

Un-Audited

Audited

LONG TERM INVESTMENT

March 31,

June 30,

2017

2016

Wah Nobel Acetate Limited - associate

Rupees in '000'
2,500,000 shares of Rs. 10 each. (equity held: 8.33%)

25,000

25,000

Share of profit of prior periods

(2,358)

5,715

Share of profit / (loss) of current period / year

(1,245)

(8,073)
(3,603)

(2,358)

21,397

22,642

Trasnfer to non current assets held for sale

(21,397)

22,642

TRADE DEBTS
Considered good

431,009

396,261

Considered doubtful

79,380

79,380

Provision for doubtful debts

510,389

475,641

(79,380)

(79,380)
431,009

396,261

Un-Audited

Un-Audited

March 31,

March 31,

2017

2016
7

CASH AND CASH EQUIVALENTS

Rupees in '000'

Cash and bank balances

19,217

13,511

Short term running finance - secured

(98,625)

(171,121)

(79,408)

(157,610)

ASSETS HELD FOR SALE


Balance at 01 July

Reclassified from long term investment

21,397

21,397

Sale

(21,397)

-
9 CONTINGENCIES AND COMMITMENTS

Contingencies

The contingencies reported in the preceding annual financial statements have undergone the following change:

In 1996, the Government of Sindh raised a demand of Rs. 67,294,724 in respect of vend fee and permit fee for the years
1990-91 to 1995-96, under the Sindh Abkari Act, 1878. The Company filed Constitutional Petition No. D-1412 of 1996
dated August 20, 1996 in the High Court of Sindh challenging the legality of the levy on the grounds that provincial
taxation, under the Sindh Abkari Act, 1878 on imported Methanol temporarily stored in Karachi but meant for consumption
outside the province of Sindh, was unlawful and ultravires of the Constitution, relying on the judgment of the High Court of
Sindh in the case of Crescent Board Limited. The case was decided in the favour of the Company on June 12, 2001 by the
Sindh High Court , however Sindh Government moved an appeal in the Supreme Court against the decision of the High
Court.
28

Wah Nobel Chemicals Limited

Notes To The Condensed Interim Financial Information (Un-Audited)

For the Nine months period ended 31 March 2017

After hearing the appeal of Excise Department Sindh against the Company and other Formaldehyde manufacturers, the
Supreme Court remanded the case of levy of vend fee and permit fee to the High Court Sindh for adjudication on all points
of law and fact. Vide its judgment dated March 26, 2003, High Court Sindh again decided the matter in favour of the
Company and other manufacturers. Excise Department filed a leave to appeal in the Supreme Court on June 12, 2003. The
Court has admitted the appeal for regular hearing. The case is now pending adjudication by the Supreme Court.

Currently all imports of Methanol are being released on payment of Rs. 3/- per bulk gallon in cash and submission of
guarantee @ Rs. 14/- per bulk gallon in the form of indemnity bonds. Accordingly, in case of an unfavorable decision of the
Supreme Court, the Company is exposed to an aggregate obligation of Rs. 969 million (June 30,2016 : Rs. 926 million) on
account of vend fee and permit fee based on the guarantees issued against methanol imported and released up to the balance
sheet date.This material uncertanity exist which may cast significant doubt in the entity's ability to continue as going
concern therefore it may be unable to realize its assets and discharge its liabilities in the normal course of business.
However keeping in view the facts and previous decisions, the management is confident that no such exposure will arise to
the Company, therefore, no provision for this has been made in these financial statements.Furthermore, management is
making necessary efforts to resolve this matter amicably and is confident that Company will be able to continue as a going
concern.

There were no changes in other contengencies from the reported figures of 30 June 2016

Un-Audited

Audited

March 31,

June 30,
2017

2016

Rupees in '000'

9.2 Commitments in respect of:

9.2.1 Letters of credit for purchase of stocks

152,766

82,030

9.2.2 Post dated cheques issued in favour of Collector of Customs

against custom duties and other levies on Methanol


kept in bonded Ware house

22,926

20,401

10 RELATED PARTY TRANSACTIONS

Un-Audited

Un-Audited

March 31,

March 31,

2017

2016
Rupees in '000'

Significant transactions with related parties during the period / year were as follows:

Expenses incurred (on behalf of) / by the group companies net

2,077

1,485

Corporate service fee charged by holding company

675

675

Purchase of Electricity from associated company

4,371

Sales to associate company

0.011

3,392
Dividend paid to the holding company

19,882

4,970

Payable to associated companies

6,648

1,772

Other related parties

Un-Audited

Un-Audited

March 31,

March 31,

2017

2016

Payment to:

Rupees in '000'
Employees' provident fund trust

1,488

1,483

Workers' profit participation fund

1,883

1,329

Remuneration including perquisites of Key Management Personnel

6,792

9,674
WAH NOBEL CHEMICALS LIMITED

29

NOTES TO THE CONDENSED INTERIM FINANCIAL INFORMATION (UN-AUDITED)

For the Nine months period ended 31 March 2017

FAIR VALUE OF FINANCIAL INSTRUMENTS

Fair value is the amount for which an asset could be exchanged, or liability settled, between knowledgeable willing parties in an arm's length transaction. Consequently,
differences can arise between carrying values and fair value estimates.

Underlying the definition of fair value is the presumption that the Company is a going concern without any intention or requirement to curtail materially the scale of its
operations or to undertake a transaction on adverse terms.

The fair value of financial assets and liabilities traded in active markets i.e. listed equity shares are based on the quoted market prices at the close of trading on the period end
date. The quoted market 'prices used for financial assets held by the Company is current bid price.

A financial instrument is regarded as quoted in an active market if quoted prices are readily and regularly available from an exchange, dealer, broker, industry group, pricing
service, or regulatory agency, and those prices represent actual and regularly occurring market transactions on an arms length basis.

IFRS 13, 'Fair Value Measurements' requires the Company to classify fair value measurements using a fair value hierarchy that reflects the significance of the inputs used in
making the measurements. The fair value hierarchy has the following levels:

Quoted prices (unadjusted) in active markets for identical assets or Liabilities (level 1).

Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices)
(level 2).

Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs) (level 3).

The following table shows the carrying amounts and fair values of financial assets and financial liabilities, including their levels in the fair value hierarchy.
Carrying amount

Note

Held - for-

Loans and

Other

Total

maturity

receivables

financial

liabilities

31 March 2017
Financial assets not measured at fair value

Bank balances

19,217

19,217

Trade debts

431,009

431,009

Trade deposits, prepayments and others

470
-

470

Corporate debt securities

17,583

17,583

17,583

450,696

468,279

Financial liabilities not measured at fair value


Trade and other payables

(146,829)

(146,829)

Markup accrued

1,729

1,729

Short term borrowings

(98,627)

(98,627)

Due to associated company

(6,648)

(6,648)

-
-

(250,375)

(250,375)

Note

Held - for-

Loans and

Other

Total

maturity

receivables
financial

liabilities

30 June 2016

Financial assets not measured at fair value

Bank balances

7,795

-
7,795

Trade debts

396,261

396,261

Trade deposits, prepayments and others

344

344

Corporate debt securities

2,583

2,583

2,583

404,400

406,983
WAH NOBEL CHEMICALS LIMITED

29

NOTES TO THE CONDENSED INTERIM FINANCIAL INFORMATION (UN-AUDITED)

For the Nine months period ended 31 March 2017

Financial liabilities not measured at fair value

Trade and other payables

(150,422)

(150,422)

Markup accrued

-
(2,313)

(2,313)

Short term borrowings

(151,573)

(151,573)

Due to associated company

(1,772)

(1,772)

(306,079)

(306,079)

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

12 GENERAL
12.1 Figures have been rounded off to the nearest thousand of rupees.

DATE OF AUTHORIZATION FOR ISSUE

This condensed interim financial information was authorized for issue on April 20, 2017 by the Board of Directors of the Company.

______________

___________________

DIRECTOR

CHIEF EXECUTIVE

WAH CANTT DATED 20-04-2017


Details of Expenses

Annex "A"
31

2017

2016

Jul-Mar

Jul-Mar

(Rupees in '000')
Cost of sales

Cost of goods manufactured

727,608

718,996

Packing material consumed

5,014

4,718

732,622

723,714

Opening stock of finished goods

19,785

13,121
Closing stock of finished goods

(16,696)

(9,418)

735,711

727,417

Cost of goods manufactured


Raw material consumed

595,973

589,218

Stores and spares consumed

26,190

26,180

Salaries, wages and other benefits

60,904

47,441

Fuel and power


30,173

38,651

Rent, rates and taxes

407

320

Insurance

600

616

Repairs and maintenance

554

794
Outside security charges

1,133

2,019

Miscellaneous expenses

2,720

4,367

Depreciation

8,933

9,342

Manufacturing cost

727,587

718,948

Opening stock of work in process


651

847

Closing stock of work in process

(631)

(799)

727,608

718,996

Administrative and general expenses


Salaries, wages and other benefits

4,834

5,076

Corporate service charges

675

675
Office rent

52

111

Postage, telephone and telex

257

262

Printing and stationery

558

277

Travelling and conveyance

298

629
Entertainment

108

61

Legal and professional charges

474

1,187

Fees and subscription

288

378

Advertisement and publicity

108
200

Maintenance expenses

110

151

Miscellaneous expenses

605

496

Depreciation

170

170

8,546 9,673

Details of Expenses
32 2017 2016 Jul-Mar Jul-Mar

(Rupees in '000')

Selling and distribution expenses

Salaries, wages and other benefits

5,341

5,965

Postage, telephone and telex

64

130

Printing and stationery

11

11

Travelling and conveyance

620
283

Carriage

20,375

18,638

Commission on Sale of UFMC

9,301

Vehicle running expenses

142

34

Transit insurance

449

541

Entertainment

51

20
Miscellaneous expenses

252

343

27,304

35,265

Other income

Income from financial assets

1,409

136

Income from non-financial assets

1,292
1,858

2,701

1,994

Income from financial assets

Interest on term deposit receipts

61

70

Bank interest

245

66
Gain on sale of Investment

1,103

1,409

136

Income from non-financial assets

Miscellaneous income

Sale of scrap

1,292
1,858

1,292

1,858

Finance cost

Interest on workers' profit participation fund

206

42

Mark up on short term finances

5,303

12,499
Bank charges

484

118

5,993

12,659

Other operating expenses

Workers' profit participation fund

8,982

5,037

Workers' welfare fund

3,414
1,914

Others

373

372

Taxation

12,769

7,323

Provision for the year


Current for the year

55,053

27,364

Deferred

1,095

3,857

56,148

31,221
33

WAH NOBEL CHEMICALS LTD.

MANUFACTURERS OF FORMALDEHYDE AND FORMALDEHYDE RESINS

ISO 9001-2000, 14001, 17025 & OHSAS 18001 CERTIFIED

SECY/697/WNC/ April 13, 2017

NOTICE OF CLOSED PERIOD

APRIL 13, TO APRIL 20, 2017

Pursuant to to sub-clause 5.19.15 of Pakistan Stock Exchange Limited (PSX) (Formerly Karachi
Stock Exchange Limited) regulations, the Company hereby announces the period from April 13,
2017 to April 20, 2017 (both days inclusive) as closed period during which Directors, Chief
Executive Officer, Chief Financial Officer, Company Secretary, Head of Internal Audit and other
Executives of the Company including their spouse and minor children are prohibited, whether
directly or indirectly, from dealing in the shares of the Company.

The aforesaid clause further requires the above individuals to keep the Company Secretary
informed within two days of effecting the transaction (sale/ purchase) in the shares of the
Company at any time during the year.

An extract from the aforesaid sub-clause of PSX regulations is attached for your perusal and
strict compliance.
DIRECTORS

(TANVEER ELAHI)

COMPANY SECRETARY

CHIEF EXECUTIVE

CHIEF FINANCIAL OFFICER

HEAD OF INTERNAL AUDIT

OTHER EXECUTIVES

G. T. Road, Wah Cantt. Pakistan

Tele : +92-51-5568760, +92-596-545243-6 & 9314101-21 Ext. 22236 & 23201

Marketing Deptt: +92-596-535864, Purchase Deptt: +92-596-545240

Fax : +92-596-535862 & 545241

E-Mail : wahnobel@comsats.net.pk & wahnobel@micro.net.pk

Website : http://www.wahnobel.com

3
4
WAH NOBEL
CHEMICALS
Disclosure of interest by a director holding companys shares.

XXIII) Where any director, CEO or executive of a listed company or their spouse sell, buy or
transact, whether directly or indirectly, in shares of the listed company of which he is a director,
CEO or executive, as the case may be, he shall immediately notify in writing the Company
Secretary of such transaction. Such director, CEO or executive, as the case may be, shall also
deliver a written record of the price, number of shares, form of share certificates, i.e. whether
physical or electronic within the Central Depository System, and nature of transaction to the
Company Secretary within four days of effecting the transaction. The notice of the director, CEO
or executive, as the case may be, shall be presented by the Company Secretary at the meeting
of the Board of Directors immediately subsequent to such transaction.

In the event of default by a director, CEO or executive to give a written notice or deliver a written
record, the Company Secretary shall place the matter before the Board of Directors in its
immediate next meeting:

Provided that each listed company shall determine a closed period prior to the announcement
of interim/ final results and any business decision, which may materially affect the market price
of its shares. No director CEO or executive shall, directly or indirectly, deal in the shares of the
listed company in any manner during the closed period.

Explanation: For the purpose of this clause the expression executive means the CEO, COO,
CFO, Head of Internal Audit and Company Secretary by whatever name called, and other
employees of the company for whom the board of directors will set the threshold to be reviewed
on an annual basis and disclosed in the annual report.

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