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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.
Directors Report to the shareholders and un-audited Condensed Interim Accounts for the 3rd
quarter ended March 31, 2017.
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Agenda.
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2.
02
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3.
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Directors Report to the shareholders and un-audited Condensed Interim Accounts for the 3rd
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32
5.
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______________
1
To confirm Minutes of the previous Board Meeting held on February 27, 2017.
Directors Report to the shareholders and un-audited Condensed Interim Accounts for the 3rd
quarter ended March 31, 2017.
MINUTES OF THE BOARD MEETING OF WAH NOBEL CHEMICALS LTD HELD AT REGISTERED OFFICE
OF THE COMPANY, AT G.T. ROAD,WAH CANTT
PRESENT
Chairman
2.
Director
3.
Director
4.
BY INVITATION
1.
Executive Director
IN ATTENDANCE
1.
RECITATION
WELCOME
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.
There being no observation on the minutes, these were unanimously approved by the Board and signed by the
Chairman.
WAH NOBEL CHEMICALS
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
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
785.161
906.916
670.626
659.859
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:
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
(5)
(6)
(8)
(15)
(22)
(28)
2
1
Operating profit
99
65
21
Finance Cost
(4)
(9)
(15)
Other expenses
(7)
(4)
(1)
(1)
(3)
(1)
87
48
(28)
(17)
(6)
59
31
(1)
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%
0.9%
1%
1%
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%
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
(RS. IN MILLION)
PRE-TAX PROFIT
(RS. IN MILLION)
WAH NOBEL CHEMICALS
(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
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.
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.
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.
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:
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
Machinery /Expenditure
Amount
US$
KNEADER
24,330
FREEZER AND DRYER FEEDER
23,130
121,340
52,340
INSTALLATION CHARGES
13,130
FREIGHT
8,000
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
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:
Group 2:
Mr.Tanveer Elahi, - Company Secretary/CFO
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.
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.
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 ,
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
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 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
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.
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
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
1570.321
1813.832
1177.741
1360.374
1127.021
1042.684
95.69%
76.65%
WAH NOBEL CHEMICALS
16
Nine
Nine
Nine
Target
Months
Months
Months
A/U
Nine Months
ended
ended
ended
Core Products
ended
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
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
(8,546)
(9,673)
(8,992)
Selling and distribution expenses
(27,304)
(35,265)
(44,351)
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.
166,024
89,618
16,714
Provision for taxation
(56,148)
(31,221)
(9,504)
109,876
58,397
7,210
17
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%
0.89%
1.09%
0.97%
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%
Rs.12.21
Rs. 6.49
Rs. 0.80
rd
2. UN-AUDITED FINANCIAL STATEMENTS FOR THE 3 QUARTER ENDED
st
31 March 2017
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.
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
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.
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.
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
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).
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)
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
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
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
Dated: 20-04-2017
CHIEF EXECUTIVE
21
WAH CANTT.
Dear Sir,
RD
FOR THE 3 QUARTER ENDED MARCH 31, 2017
Yours sincerely,
____________________________ _________________________
C. F. O. CHIEF EXECUTIVE
G. T. Road, Wah Cantt. Pakistan
Website : http://www.wahnobel.com
22
As at 31 March 2017
Unaudited
Audited
March 31,
June 30,
Note
2017
2016
(Rupees in '000')
Non-current assets
146,664
148,722
22,642
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
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
19,217
7,795
749,882
701,974
Total assets
896,546
873,338
Equity
Issued, subscribed and paid up capital:
90,000
90,000
Capital reserve
944
944
General reserve
425,000
375,000
Unappropriated profit
119,696
95,820
Total equity
635,640
561,764
2,296
1,201
4,777
4,294
7,073
5,495
Current liabilities
146,829
150,422
Due to associated companies
6,648
1,772
Accrued mark-up
1,729
2,313
98,627
151,573
253,833
306,079
Total liabilities
260,906
311,574
Total equity and liabilities
896,546
873,338
The annexed notes from 1 to 13 form an integral part of this condensed interim financial information.
______________
__________________
DIRECTOR
CHIEF EXECUTIVE
Nine Months
Nine Months
Quarter
Quarter
ended
ended
ended
ended
March 31,
March 31,
March 31,
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
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
(1,245)
(4,165)
(797)
166,024
89,618
78,578
41,667
(56,148)
(31,221)
(27,715)
(13,948)
109,876
58,397
50,863
27,719
Other comprehensive income for the period
109,876
58,397
50,863
27,719
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
Note
March 31,
March 31,
2017
2016
(Rupees in '000')
166,024
89,618
Depreciation
9,103
9,512
Interest income
(305)
(136)
5,787
12,617
206
42
(1,103)
4,165
1,245
Bad Debts
-
(13,164)
8,983
5,037
3,414
1,914
2,400
2,400
1,600
1,500
Changes in working capital
31,330
23,887
(2,519)
764
Stock in trade
(6,666)
11,415
Trade debts
(34,748)
(19,836)
Advances
(2,621)
6,997
(429)
19,556
(15,000)
-
Other receivables
8,594
(7,631)
3,407
(61,020)
22,303
136,334
135,808
(38,156)
(39,716)
(6,372)
(14,254)
WPPF
(2,088)
(1,370)
Gratuity
(4,000)
66
Compensated absences
(1,118)
(2,854)
(51,734)
(58,128)
84,600
77,680
(859)
Capital expenditure
22,500
207
69
245
(652)
(36,000)
(9,000)
Dividends paid
(36,000)
(9,000)
Net increase in cash and cash equivalents
64,369
68,028
(143,777)
(225,638)
(79,408)
(157,610)
The annexed notes from 1 to 13 form an integral part of this condensed interim financial information.
_____________
_____________________
DIRECTOR
CHIEF EXECUTIVE
25
Capital
Revenue reserves
subscribed
reserve -
General
Unappropriated
Total
and paid-up
share
reserve
profit
share capital
premium
(Rupees in '000')
944
360,000
41,516
492,460
58,397
58,397
Others
Transfer to general reserve
15,000
(15,000)
(9,000)
(9,000)
944
375,000
75,913
541,857
90,000
944
375,000
95,820
561,764
Total comprehensive income for the period - net of tax
109,876
109,876
Others
(50,000)
(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 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.
Un-Audited
Audited
March 31,
June 30,
2017
2016
Rupees in '000'
148,722
159,030
6,965
2,755
Computer installations
19
32
61
155,767
161,817
(9,103)
(13,095)
146,664
148,722
27
Un-Audited
Audited
March 31,
June 30,
2017
2016
Rupees in '000'
2,500,000 shares of Rs. 10 each. (equity held: 8.33%)
25,000
25,000
(2,358)
5,715
(1,245)
(8,073)
(3,603)
(2,358)
21,397
22,642
(21,397)
22,642
TRADE DEBTS
Considered good
431,009
396,261
Considered doubtful
79,380
79,380
510,389
475,641
(79,380)
(79,380)
431,009
396,261
Un-Audited
Un-Audited
March 31,
March 31,
2017
2016
7
Rupees in '000'
19,217
13,511
(98,625)
(171,121)
(79,408)
(157,610)
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
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'
152,766
82,030
22,926
20,401
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:
2,077
1,485
675
675
4,371
0.011
3,392
Dividend paid to the holding company
19,882
4,970
6,648
1,772
Un-Audited
Un-Audited
March 31,
March 31,
2017
2016
Payment to:
Rupees in '000'
Employees' provident fund trust
1,488
1,483
1,883
1,329
6,792
9,674
WAH NOBEL CHEMICALS LIMITED
29
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
470
-
470
17,583
17,583
17,583
450,696
468,279
(146,829)
(146,829)
Markup accrued
1,729
1,729
(98,627)
(98,627)
(6,648)
(6,648)
-
-
(250,375)
(250,375)
Note
Held - for-
Loans and
Other
Total
maturity
receivables
financial
liabilities
30 June 2016
Bank balances
7,795
-
7,795
Trade debts
396,261
396,261
344
344
2,583
2,583
2,583
404,400
406,983
WAH NOBEL CHEMICALS LIMITED
29
(150,422)
(150,422)
Markup accrued
-
(2,313)
(2,313)
(151,573)
(151,573)
(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.
This condensed interim financial information was authorized for issue on April 20, 2017 by the Board of Directors of the Company.
______________
___________________
DIRECTOR
CHIEF EXECUTIVE
Annex "A"
31
2017
2016
Jul-Mar
Jul-Mar
(Rupees in '000')
Cost of sales
727,608
718,996
5,014
4,718
732,622
723,714
19,785
13,121
Closing stock of finished goods
(16,696)
(9,418)
735,711
727,417
595,973
589,218
26,190
26,180
60,904
47,441
38,651
407
320
Insurance
600
616
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
847
(631)
(799)
727,608
718,996
4,834
5,076
675
675
Office rent
52
111
257
262
558
277
298
629
Entertainment
108
61
474
1,187
288
378
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')
5,341
5,965
64
130
11
11
620
283
Carriage
20,375
18,638
9,301
142
34
Transit insurance
449
541
Entertainment
51
20
Miscellaneous expenses
252
343
27,304
35,265
Other income
1,409
136
1,292
1,858
2,701
1,994
61
70
Bank interest
245
66
Gain on sale of Investment
1,103
1,409
136
Miscellaneous income
Sale of scrap
1,292
1,858
1,292
1,858
Finance cost
206
42
5,303
12,499
Bank charges
484
118
5,993
12,659
8,982
5,037
3,414
1,914
Others
373
372
Taxation
12,769
7,323
55,053
27,364
Deferred
1,095
3,857
56,148
31,221
33
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
OTHER EXECUTIVES
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.