ASTL 2018 Amreli Steels Limited - Text.marked
ASTL 2018 Amreli Steels Limited - Text.marked
ASTL 2018 Amreli Steels Limited - Text.marked
Pk
RESILIENCE
ANNUAL REPORT 2018
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OUR THEME
Our theme for this year reflects our belief in the power of resilience. Over the
years Amreli Steels Limited has prepared for, coped with, and come out
stronger after facing challenging vulnerabilities. A sharp focus on even
growth has enabled us to become a company that takes risks and
initiative when developing better products, growing our market
share and upgrading our processes. It is our strong sense of
resilience that has seen us through all challenges and always
enabled us to come out the other end as a leader in the
steel industry.
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A RESILIENT
NETWORK
At Amreli Steels Limited, we understand that
customer loyalty centers not only on top-quality
products, but on dedicated support from our
experienced sales network. We have a strong
network of sales offices and warehouses in Karachi,
Lahore and Islamabad. Amreli Steels Limited’s sales
offices are also located in other major cities, such as
Hyderabad and Multan. We also partner with trusted
retailers across all four provinces to sell our products.
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A RESILIENT
FOUNDATION
In a changing landscape, external impact on an
organization is inevitable. Whether it is through
providing high-quality products or by investing in
the communities through our CSR program, Amreli
Steels Limited plays an active role in investing in the
resilience of its environment.
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RESILIENCE,
LEADERSHIP
& TEAMWORK
We are a forward-looking organization that anticipates
changes in the environment and addresses them
proactively. At Amreli Steels Limited, we are always
scanning the environment for the next challenge or
innovation. This has enabled us to develop a disciplined
culture that attracts seasoned leadership, and motivated
team players to a stimulating work environment.
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TOWARDS
RESILIENT
GROWTH
Operating in a challenging environment
where change and risk are the norm, we as an
organization understand that resilience
makes excellent business sense. Our
resilience as an organization is supported by a
culture built on shared values and a strong
sense of unity.
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TABLE OF CONTENTS
CORPORATE INFORMATION
Vision and Mission 13
Company Profile 15
Success is a Journey 17
Company Information 19
Management Objectives & Development Strategy 20
Board of Directors Profile 21
Organization Structure 23
Committees to the Board of Directors 25
Management Committees 27
Product Portfolio 28
Sustainability & Guiding Principles 29
Health, Safety and Environmental Policy 30
Corporate Social Responsibility 31
Business Continuity Plan 32
Information Technology 33
Entity Rating by PACRA 34
Human Resource 35
Marketing 36
SHAREHOLDER’S INFORMATION
Notice of the 34th Annual General Meeting 37
Notice of the 34th Annual General Meeting (Urdu) 45
Pattern of Shareholding with Additional Information 46
Pattern of Shareholding 47
Investors‘ Grievances Policy 50
Issues Raised in last AGM & Decisions Taken 50
Strategy to Overcome Liquidity Issues 51
Stakeholders’ Engagement Process 52
Major Events during the Financial Year 2017-2018 53
CORPORATE GOVERNANCE
Corporate Governance, Risk Management & Compliance 54
Corporate Calendar 55
Risk Management Approach and Governance 56
Internal Control Framework 60
Review Report on the Statement of Compliance with
the (Code of Corporate Governance) Regulations, 2017 61
Statement of Compliance with
the (Code of Corporate Governance) Regulations, 2017 62
FINANCIAL HIGHLIGHTS
Six Years at a Glance 93
Vertical & Horizontal Analysis 94
Operational Highlights 98
Statement of Value Addition and Distribution of wealth 104
Quarterly Performance Analysis 105
DuPont Analysis 107
Analysis of Variation in Interim Results Reported with Annual Results 108
Share Price Sensitivity Analysis 109
Analysis of Financial Statements 110
Cash Flow Statement Direct Method 112
FINANCIAL STATEMENTS
Independent Auditors’ Report to the Members 113
Balance Sheet 117
Profit and Loss Account 118
Statement of Comprehensive Income 119
Cash Flow Statement 120
Statement of Changes in Equity 121
Notes to the Financial Statements 122
OTHER INFORMATION
Standard Request Form for Annual Accounts & Notice of AGM 152
E-Dividend Mandate Form 154
Proxy Form 156
Proxy Form (Urdu) 158
Investors’ Education 160
Glossary of Terms 161
VISION
We are committed to setup integrated steel
manufacturing facilities, value-added
services, and other diversified businesses with
the employment of the best human resources
and systems implementation. We aim to
achieve a high profitable growth rate, create
value for our shareholders and customers,
and to look after the well-being of our
employees and their families.
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MISSION
Amreli Steels Limited exists to carry forward
its legacy in maintaining its dominant
position in trade and industry by being
socially compliant and contributing to the
wellbeing of shareholders and employees.
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COMPANY
PROFILE
Amreli Steels Limited is one of the largest manufacturers of steel reinforcement
bars in Pakistan and was incorporated in 1984 as a private limited company and
converted into a public unquoted company in 2009. The Company enlisted on Pakistan
Stock Exchange in December 2015 and is mainly engaged in manufacturing and sale of
steel rebars and billets.
We are one of the largest manufacturers of Steel Reinforcement Bars in Pakistan. The re-rolling plant
situated at S.I.T.E. Karachi uses one of the most modern hot re-rolling mill technologies in the industry and
is currently capable of producing 180,000 metric tons of re-bars per year. The management has plans for
expansion and modernization of its S.I.T.E Plant with a total estimated cost of Rs.2 Billion. This investment will
result in increase in capacity of the said plant from 180,000 to 275,000 metric tons per annum and the
modernization will result in savings on account of lower cost of utility, wastage and maintenance. The
revamped and modernized plant is expected to resume production of rebars by the end of April 2020.
Our Steel Melt Shop plant in Dhabeji, Sindh is the largest billet manufacturing in Pakistan boasting a capacity
of 600,000 metric tons per year. This aims to bridge the supply-demand gap of Pakistan's steel industry.
During the year, the Company announced the successful commissioning and commencement of commercial
operations of the New Rolling Mill at Dhabeji, Sindh with effect from 30 April 2018. With this expansion, the
rebar production capacity of the Company has increased to 605,000 tons per annum from the existing 180,000
tons per annum which reflects that the management is on the track to achieve its long term vision of being the
first million-ton quality rebar manufacturer of the country.
At Amreli, we have created a strong culture based on values that have been a part of our long tradition. The
hallmark of our success is our reputation as a Company that generates and supports exceptional levels of
opportunity, initiative and goodwill.
During the past two decades, Amreli Steels has achieved many milestones that have contributed to its success
today. It is our belief that by using the most sophisticated technologies, our strategic partnerships with the
world’s most prominent re-rolling mill manufacturers and investment in the best talent has enabled Amreli
Steels to become and remain the largest selling brand of steel bars in Pakistan.
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SUCCESS
IS A JOURNEY
What began as a family-run hardware store has
grown through pioneering initiatives and wise
investments to become one of Pakistan’s largest
manufacturers of steel reinforcement bars. Here is
a look at our journey.
1984
The Company
imports a
state-of-the-art
manufacturing plant
1989
from Europe. Amreli Steels Ltd.
1946 becomes the first
company to
The founders of Amreli Amreliwala Hard-
ware Industries introduce deformed
Steels Ltd settle in
becomes a private steel bars in Pakistan.
Karachi and establish a
hardware business. limited company.
1993
1972 Increases
Establishes hot capacity to
rerolling mills. 1987 produce 60,000
tons annually.
Re-rolling mill
commissioned.
2009
The company
introduces
earthquake resistant
rebars in Pakistan.
2007 2015
Modernised plant Amreli Steels
produces 180,000 Limited is listed on
tons annually. the Pakistan Stock
Exchange
COMPANY
INFORMATION
BOARD OF DIRECTORS HUMAN RESOURCE & CHIEF OPERATING OFFICER
REMUNERATION COMMITTEE OPERATIONS & CFO
ABBAS AKBERALI
Chairman, Non Executive Director
ZAFAR AHMED TAJI FAZAL AHMED
SHAYAN AKBERALI Chairman
Chief Executive Officer
TEIZOON KISAT CHIEF OPERATING OFFICER STRATAGY
BADAR KAZMI Member HADI AKBERALI
Independent Director
SHAYAN AKBERALI
ZAFAR AHMED TAJI Member
COMPANY SECRETARY
Independent Director
MARIAM AKBERALI ADNAN ABDUL GHAFFAR
TEIZOON KISAT Member
Independent Director
LEGAL ADIVSOR HEAD OF INTERNAL AUDIT
KINZA SHAYAN
Non-Executive Director FRAZ AHMED
SHAMIM JAVAID SHAMSI
MARIAM AKBERALI A-102, Samina Avenue, Shadman No.2
Non-Executive Directorv North Karachi, Karachi
INTERNAL AUDITORS
BDO Ebrahim & Co.
Chartered Accountants
2nd Floor Block-C, Lakson Square
Bulding No.1, Sarwar Shaheed Road Karachi, Pakistan
Some of the most significant objectives of the Company are outlined as under:
• Ensure that business policies and targets are in conformity with the national goals:
• Ensure customer satisfaction by providing best value, quality products and unmatched service.
• Achieve and maintain a high standard of Occupational Health, Safety and Environmental Care .
• Maintain modern management systems conforming to international standards needed for an efficient organization.
• To introduce existing products into new markets and new products to new and existing markets.
BOARD OF
DIRECTORS PROFILE
ABBAS AKBERALI
CHAIRMAN
Mr. Abbas Akberali founded Amreli Steels in 1972 and since then has led the
Company to see it become the largest and most well-known steel bar
manufacturer in Pakistan. Mr. Akberali brings unparalleled experience
with his metallurgical engineering background combined with an
MBA from Columbia University, NY. He has played an influential role
in driving reforms aimed towards the growth of Pakistan’s steel
industry. With a passion for increasing Pakistan’s literacy rate, Mr.
Akberali is also a founding member of The Hunar Foundation and serves
on the Board of other notable non-profit organizations.
SHAYAN AKBERALI
CHIEF EXECUTIVE OFFICER
Mr. Shayan Akberali joined Amreli Steels in 2002 after completing a Bachelor’s
Degree in Electrical Engineering from Northwestern University, USA and
working for Lehman Brothers in New York. Over the past decade, he
has played an integral role in expanding the Company by
overseeing production enhancement, technical development and
planning. He was instrumental in expanding the business operations
of the Company and lead the expansion project which enhanced the
overall rebars production capacity of the Company up to 605,000 tons per
annum. Mr. Shayan has built a strong team of professionals that brings
functional expertise as well as leadership to steer the company towards
higher growth.
BADAR KAZMI
INDEPENDENT DIRECTOR
Mr. Badar Kazmi brings 34 years of experience including almost all facets of the
banking industry in Pakistan, Middle East, South Asia and Africa. He started
his career with BCCI in 1980 and worked for 11 years in Pakistan and
the Middle Eastern Region. Mr. Kazmi then joined Standard
Chartered Group (SCB) in 1991 and held various positions including
Regional Head of Global Markets for MESA (Middle East and South
Asia) and Africa. In 2003, he was appointed CEO of SCB Pakistan, a
position he held till late 2010. In recognition of his services to banking in
Pakistan, Mr. Kazmi was awarded the ‘Sitara-e-Imtiaz’ by the President of
Pakistan.
Mr. Zafar Ahmed Taji started his career in 1971 after completing an MBA from
IBA Karachi. Since then, he has spent 35 years with multinationals like
Exxon Corp, Union Carbide of USA, British American Tobacco/Pakistan
Tobacco and Interloop. Mr. Taji is also a Certified Corporate
Governance professional from IFC/PICG. Presently he is a Special
Advisor to Directors of Sapphire Fibers. He has the honor of being a
member of Prime Minister Pay and Pension Commission, Advisor to NAB
for developing and implementing its Change Management Programme,
Advisor to Pakistan Air and the HR Advisor to PCB for a number of years. He
has also served as Dean of Riphah University and Director General of NUST
Business School.
TEIZOON KISAT
INDEPENDENT DIRECTOR
KINZA SHAYAN
NONEXECUTIVE DIRECTOR
MARIAM AKBERALI
NONEXECUTIVE DIRECTOR
AUDIT
COMMITTEE
CEO
COO
STRATEGY
INTERNAL
AUDIT
INFORMATION NEW
MARKETING
TECHNOLOGY BUSINESSES
HR&R
COMMITTEE
COO
OPERATIONS
& CFO
COMPANY
SECRETARY
COMMITTEES TO
THE BOARD OF DIRECTORS
AUDIT COMMITTEE
MEETINGS HELD
COMPOSITION MEETINGS ATTENDED
24AUG17 24OCT17 15FEB18 20APR18
(*During the financial year under review, Mr. Badar Kazmi remained the Chairman of the Audit Committee. However, pursuant to the election of the
Board of Directors on 07 May 2018 and subsequent reconstitution of the Board’s Audit Committee, the Board of Directors appointed Mr. Teizoon
Kisat as Chairman of the Audit Committee from 7 May 2018.
TERMS OF REFERENCE
The purpose of the Committee is to assist the Board of Directors in fulfilling its oversight responsibilities for the financial reporting process (more
particularly, the integrity of the Company’s financial statements), the system of internal controls, the audit processes, disclosure of systems and
processes, and the Company’s process for monitoring compliance with laws, regulations and the Code of Conduct of the Company.
The Audit Committee is, amongst other things, responsible for recommending to the Board of Directors the appointment of external auditors by the
Company’s shareholders and considers any questions of resignation or removal of external auditors, audit fees and provision by external auditors of
any service (permissible to be rendered to the Company) in addition to audit of its financial statements.
In addition to the generality of the Audit Committee functions that embrace all aspects impinging on the well-being of the Company, shareholders’
interests, ethical standards and regulatory requirements, the Committee shall perform the following specific responsibilities -
(*During the financial year under review, Mr. Zafar Ahmed Taji remained the Chairman of the HR&R Committee. However, pursuant to the election
of the Board of Directors on 07 May 2018 and subsequent reconstitution of the Board’s HR&R Committee, the Board of Directors re-appointed Mr.
Zafar Ahmed Taji as Chairman of the HR&R Committee from 7 May 2018.
TERMS OF REFERENCE
The HR&R Committee is responsible for performing the duties set out below as well as any other duties that are otherwise required by applicable
corporate laws or stock exchange rules and requirements as are delegated to the Committee by the Board -
MANAGEMENT COMMITTEES
Price Setting 1) Analysing Demand and Supply As and when Shayan Akberali CEO
Committee required Anwer Kamal Director Sales
2) Analysing movement in global Fazal Ahmed COO (Operations) & CFO
and local scrap prices
4) Monitoring projects
PRODUCT PORTFOLIO
Product Portfolio
Amreli Steels manufactures billets and reinforcement bars which are widely used in the construction industry. Amreli Steels rolls its rebars from
in-house manufactured prime quality steel billets. We produce the following types of rebars as per the American and British quality standards:
1) Billet
Billets are an intermediary steel product from which reinforcement bars are rolled. Consistency of physical properties in rebars comes
from the consistency of chemical properties in steel billets which is why Amreli Steels produces its own billets. Amreli Steels has the
largest billet manufacturing plant in Pakistan with a capacity of producing 400,000 tons of billets. Our SMS Plant produces billets in
sizes ranging from 100 x 100 mm sq to 200 x 200 mm sq with chemical composition that comply to BS 4449, ASTM A615, and ASTM
A706 international standards.
2) Reinforcement Bars
a) G-60 Deformed Steel Bars: Amreli Steels’ Grade 60 Deformed Steel bars conform to ASTM A615 (American Standard for Testing
and Materials) and is available in sizes ranging from 10mm to 40mm. Amreli Steels can provide cutting length of rebar ranging from 6
meters to 16 meters depending on customers’ requirements. Following are some key attributes of Amreli Steels’ Grade 60 Deformed
Steel bars:
Product Specifications:
b) Xtreme Bars G-500W: Xtreme G-500 is an ace of modern construction and is commonly used in the construction of high-rise
construction and mega structures. The imposing skylines of mega cities like Dubai, Singapore, Kuala Lumpur and Bangkok bear
testimony to the popularity of 500 MPA bars. Amreli Steels was the first brand to introduce G-500W in the Pakistani market which is
based on British Standard BS 4449–2005:2009. Amreli Steels can provide cutting length of rebar ranging from 6 meters to 16 meters
depending on customers’ requirements. Following are some key attributes of Amreli Steels’ Grade 60 Deformed Steel bars:
Product Specifications:
c) AS 706: AS 706 reinforcement bars are appropriate for earthquake prone areas and seismic zones. They have high strength and
enhanced ductility which allows them to be plastically bent out of shape to a much larger extent without losing their strength. This
increase in flexibility is important to reinforce safety of construction in earthquake prone areas. Following are some key attributes of
Amreli Steels’ AS 706 Deformed Steel bars:
Product Specifications:
SUSTAINABILITY
AND GUIDING
PRINCIPLES
Sustainability is an integral part of our business strategy and a key driver in all of our business
activities. Our innovative technologies and our operational experience and expertise enable us to
minimize our environmental impact and successfully manage the social challenges and inherent risk that
are present in our industry.
Our guiding principles for sustainability are: outperform our competitors by delivering superior growth,
margins and returns to our shareholders;
a) Maintain highest degree of corporate governance practices; m) Lead the industry in innovation, technology development
b) Conduct business activities with the highest principles of and conscientious stewardship of global resources − our
honesty, integrity, truthfulness and honor; intent is to develop technological solutions that give our
c) Promote ethical business practices; customers economic access to high quality construction
d) Respect the environment and communities in which we material with maximum use of scarce resources and
operate; maximises the value of their existing assets;
e) Assure equal employment opportunities; n) Enhance the economic and social well-being of our
f) Value diversity in the workplace; employees, their families and the communities in which we
g) Provide healthy and safe working environments; operate − our intent is to be a preferred employer and make
h) Respect human rights and trade ethically; a positive impact in the communities where we live and
i) Act in utmost good faith and exercise due care, diligence work;
and integrity in performing the office duties; o) Be transparent in reporting and validating our progress −
j) Comply with all applicable laws and regulations; our intent is to provide our stakeholders with thorough and
k) Ensure that all business transactions are recorded in true, fair timely information on our progress.
and timely fashion in accordance with the accounting and
financial reporting standards, as applicable to the Company;
l) Deliver superior value for our shareholders − our intent is to
Responds positively to environmental developments by reviewing such issues with the relevant authorities, local communities and
others.
Works effectively to encourage environment awareness and identify and share best practices and new techniques to reduce
environmental impact.
Minimizes emissions and waste by evaluating operations and ensuring they are as efficient as possible.
Reduces and where practical, eliminates hazardous and nuisance release to air, water and land.
Periodically reviews the suitability, adequacy and effectiveness of the HSE management system.
Educates, trains, encourages and motivates employees to carry out activities in a responsible manner in accordance with the
requirements of generally accepted OHS & Environmental management system.
Applies technologies that are not harmful to our employees’ health and are environment friendly.
Sets objectives and targets, key performance indicators and program for occupational health and safety.
Strives to prevent any accident and to achieve continual improvement of the HSE management
system and related performance.
Contributing to the community has been at the core of Amreli Steels since its inception. The company strives to alleviate the disenfranchised and
empower the impoverished. Backed by a robust policy, Amreli Steels actively supports several established NGOs in their causes through donations
and funding. The management has also undertaken several independent initiatives with the specific aim of lifting people out of poverty. Our efforts
are focused in the areas of education, community and healthcare.
EDUCATION
The Women’s Industrial Home was established by the Amreli Foundation in Dhabeji with the aim of empowering women through vocational
training. A class of 50 female students is trained in the skills of sewing and stitching at a time. The course is 3 months long and each graduate is
awarded a personal sewing machine upon completion of training. More so, the industrial home has become a community center for women as it is
seen as the only safe place for women to congregate, learn and socialize, in the area.
Our Chairman, Mr. Abbas Akberali, is one of the founding members and trustees of The Hunar Foundation (THF). THF has grown exponentially in size
since 2008 thanks to its focus on highly technical skills and state-of-the-art learning environment. It currently has a network of 6 campuses; a number
which will increase to 8 by the end of 2017. Amreli Steels continues to support THF annually through funding and has committed funds for a purpose
built institute.
The Citizens Foundation (TCF) is considered one of Pakistan’s leading organizations in the field of education for the underprivileged. Being a strong
proponent of education for the youth, the Akberali Family funded a campus in TCF’s Achar Salar, Dhabeji, Sindh Campus in 2010. The campus
continues to provide classroom facilities for 142 students every year. Amreli Steels covers the operational expenses of the campus. As recognition of
the contribution, the campus was named after the Akberali Family.
COMMUNITY
1) Khana Ghar
Khana Ghar strives to provide food at an affordable price to the needy. Parveen Saeed, who was dubbed as the 3 Rupee lady by international media
because the food she offers is PKR 3 per head, has been running Khana Ghar for more than 15 years. The establishment serves 2 square meals to
more than 4000 people in Karachi every day. Amreli Steels has been contributing to Parveen Saeed’s noble cause through funding to ensure over
500,000 meals are served every year
2) Sirat-ul-Jannah Orphanage
Sirat-ul-Jannah orphanage is a network of orphanages operating in Karachi, Islamabad, Muree and Khanewal with the aim of providing a home-like
environment to needy orphan children. In addition to lodging and essentials, educational and medical facilities are also being extended to these
children. Amreli Steels supplies food for the children in the Karachi orphanage every month.
4) Rizq Dastarkhwan-e-Aam
Amreli Steels organised a Dastarkhwan-e-Aam in collaboration with team Rizq to feed 1 Million people this Ramadan in Karachi, Lahore and
Islamabad.
Amreli Steels was proud to partner with Afzaal Memorial Thalassemia Foundation to honor 'World Blood Donor Day' by organizing a blood donation
drive at its head office.
• natural disasters,
• terrorist attacks,
• environmental accidents,
• computer problems
• and other cases at any given time
Amreli Steels has the Business Continuity Plan in place which includes all encompassing campaigns required to respond and recover during
these suspensions, thus enabling the delivery of critical services to its stakeholders.
• Measures and arrangements to ensure the continuous delivery of critical services and products, which permit the organization
to recover its facility, data and assets.
• Identification of necessary resources to support business continuity, including personnel, information, equipment, financial
allocations, legal counsel, infrastructure protection and accommodations.
1. Conduct a business impact analysis to identify time-sensitive or critical business functions and processes and the resources
that support them.
2. Identify, document, and execute to recover critical business functions and processes.
3. Organize a business continuity team and compile a business continuity plan to manage the business disruption promptly.
4. Conduct regular trainings for the business continuity team with testing and exercises to evaluate recovery strategies and
plans.
Information Technology (IT) Services’ Continuity Plan, Risk Registers and Disaster Recovery Plan are all an integral part of the Business
Continuity Plan. This framework includes:
• The goal of IT Services Continuity Plan to minimize financial losses and negative effects of disruptions on business operations.
• Developing redundancies to reduce single point of failure which can affect the availability of services in the long term.
• Maintain standby hardware, software and network components, and the 24x7x8 Service Level Agreement for minimum down
time and fast recovery of critical services.
• Identify and address various types of that contingency scenarios which may be caused by system faults, hardware
malfunctions, operating errors or security incidents may lead to service disruptions.
• Establish a recovery site which is geographically separated from the primary site.
All Business Continuity activities are reviewed every year by a Steering Committee as well as by internal and independent external auditors to
assure correctness and continuous improvement of the Amreli Steels Business Continuity Plan.
INFORMATION TECHNOLOGY
The Company’s Information Technology (IT) department is committed to delivering a strategic advantage to Amreli Steels. Our primary
objective is to make sure that the business strategy can be realized through technology and technological investments that are aligned to our
business. We work toward providing a secure, highly reliable technological infrastructure, along with emphasis on quality of service and
continual service improvements to meet the ever changing demands of the business.
For aligning IT with business, our main strategies are:
Information Technology (IT) and Information Security (InfoSec) Governance is an integral part of the Corporate Governance that establishes the
accountability framework of the Company. It involves leadership support, organizational structure and processes to ensure that IT and InfoSec
sustain and extend business strategies and objectives. It establishes and maintains a framework that guides the activities that support IT and
InfoSec strategy as well.
The role of IT Governance is to evaluate, direct and monitor through prioritization and decision making to ensure what stakeholders need and
the options that are evaluated, and to determine and achieve well-balanced, agreed-on enterprise objectives. It includes:
• Creating value for the enterprise stakeholders by maintaining a balance between benefit realization, resource optimization
and risk mitigation.
o Setting directions through prioritization and decision making
o Monitoring performance and compliance toward agreed-on directions and goals.
• Using a holistic approach to guide the enterprise
• Applying the industry proven frameworks and guidelines
o COSO, COBIT, ISO, ITIL, CMMI, PMI, PRINCE Etc.
• Using enablers to achieve Governance aims
o Principles, Policies and Frameworks
o Processes
o Organizational Structures
o Culture, Ethics and Behavior
o Information
o Services, Infrastructure and Applications
o People and Skills
Amreli Steels received a long term rating of A and a short term rating of A1
from PACRA. Our ratings are an indication fo our commitment to excellene
HUMAN RESOURCE
At Amreli Steels, we employ a motivated workforce that steers the organization towards its vision through professional development and
motivation. The Company has been on a journey of HR transformation. Our HR strategy is constantly redefined to meet the needs and
challenges of an organization operating in an evolving market. Amreli Steels has a track record of employing talented human resources across
all its functions. The following HR initiatives were implemented in 2017-2018.
It is evident that a strong architecture and structure can go a long way in withstanding normal and turbulent times. Expanding on this
philosophy, this year the Company undertook a review of organizational design conducted by industry experts. This was done in anticipation
of multifold revenue targets and to mobilize the existing workforce to upscale its contribution.
Upon completion the exercise will deliver a well thought-out organizational grid where each job is documented, reviewed and placed on the
basis of its content, delivery and accountability in the overall organizational framework. This exercise is also expected to help align KPIs with
corporate and departmental objectives, focused and concentrated approach to employee development, performance management and
promotion mechanism, etc.
Direction Setting
In view of an ever-changing business and technological landscape, this year the management conducted a direction setting workshop to
redefine the vision and mission for the next decade.
For a sustainable and progressive outlook, it is essential to gauge the staff engagement index and ensure that all instruments are aligned to
achieve professional excellence. The results for the current year’s employee engagement survey are very encouraging and show a 15%
increase, with “Organizational Pride” being the number #1 factor.
The Company tested what was just a concept last year. There was an overwhelming response from all support functions trying innovative
methods to serve other departments well. Since the prime objective is to identify better and efficient ways to serve each other, achieve
operational excellence and accomplish aggressive targets, therefore ICE will definitely impact individual or departmental performances
accordingly. A complete mechanism is in process and will be in place very soon.
Employees, at times require special attention in understanding the overall game plan and their contribution to it. This could be detrimental if
efforts are not aligned and specific to individual’s capacity. To mitigate this risk, low performing employee handling mechanism is introduced
where specified employees will be provided with dedicated attention in order to break this state. HR along with HOD are required to prepare a
plan for handling such instances.
Amreli Steels Ltd. acquired the globally accredited performance management system SAP Success Factors. Key highlights of the program are
cloud based computing, accessibility, mobility, on-the-go features and a large database of user friendly interface. Initially three modules
Recruitment Management, Performance Management & Goal Management and Succession Management have been adopted.
SAP SF “Recruitment Module” is already in development phase and will be completed by end of July 2018.
Benchmark studies
Studies and surveys have now become integral part of our core operations. These play a significant role in gauging and enhancing employee
motivation.
Beyond Duty
Amreli Steels’ HR function regularly organizes family, sporting and management events, to create an emotional association between the
employees and the organization and to promote a warm and cordial work environment.
Amreli Steels’ HR Department provides employees frequent platforms for open communication so feedback can translate into action.
MARKETING
At Amreli Steels we understand that marketing is a critical tool for growing our business. The Company’s marketing team remained active
throughout the year exploring opportunities and using effective platforms to showcase the organization and our products.
Amreli Steels welcomed all our Chinese friends and well-wishers to Gwadar Expo 2018 - the first of its kind Mega Event in the history of
Balochistan!
Amreli Steels celebrated the Chinese New Year with Chinese dignitaries in Islamabad. His Excellency, Mr.Yao Jing, the Chinese Ambassador to
Pakistan was the guest of honor and the top managements of Chinese construction companies operating in Pakistan was present. The
highlight of the evening was a performance which was a cultural fusion featuring the famous Chinese Dragon dance moving to the beats of the
legendary Sufi dhol player Pappu Saeen.
Amreli Steels was one of the sponsors of IAPEX 2018 Annual Architects Convention in Lahore's Expo Center.
Amreli Steels became the pioneering steel company to begin SAP SuccessFactors implementation and the 5th company of Pakistan to adopt
SAP SuccessFactors overall.
Paying a tribute to Quaid e Azam Muhammad Ali Jinnah and beautifying the cityscape of Karachi, Amreli Steels unveiled the "City of Jinnah" at
Amreli Steels Roundabout adjacent to Dolmen Mall Clifton.
Taking forward the tradition of family gatherings, Amreli Steels arranged an all-day Gala at the Countryside Chalet Resort.
Amreli Steels organized a "Dawat-e-Iftaar" for its honorary stockists and friends at the Royal Taj, Hyderabad.
Amreli Steels organized a "Dawat-e-Iftaar" for its esteemed stockists and friends at Arena, Karachi.
Amreli Steels was the Diamond sponsor of ABAD International Expo 2017 which was held at Karachi Expo Center from 12th August to 14th
August 2017.
1. To receive, consider and adopt the annual audited financial statements of the Company for the year ended 30 June 2018 together with the
Directors’ and Auditors’ reports thereon.
2. To approve and declare the final cash dividend of Rs.2.20 (i.e. 22%) per share as recommended by the Board of Directors for the year ended 30
June 2018.
3. To appoint auditors of the Company for the financial year ending 30 June 2019 and to fix their remuneration. The Board of Directors of the
Company has recommended the name of retiring auditors M/s. EY Ford Rhodes, Chartered Accountants, for their appointment as external
auditors for the year ending 30 June 2019. The retiring auditors, being eligible, have offered themselves for re-appointment for the year ending
30 June 2019.
SPECIAL BUSINESS
4. To consider, and if thought fit, pass the following resolutions as Special Resolutions, with or without modification, to amend the existing
Memorandum of Association of the Company and to adopt new set of Articles of Association of the Company to bring the Memorandum and
Articles in conformity with the Companies Act 2017 and other applicable corporate laws -
“RESOLVED THAT the existing Memorandum and Articles of Association of the Company be and are hereby amended to bring them in
conformity with the Companies Act, 2017 and other applicable corporate laws, and for that purpose the Revised Memorandum of Association
of the Company and the new set of Articles of Association of the Company, as circulated to the shareholders of the Company alongwith the
notice of this AGM and as initialed by the Company Secretary for the purpose of identification, be and are hereby adopted as Memorandum
and Articles of Association of the Company with effect from the date of this AGM, in substitution of and to the exclusion of the existing
Memorandum and Articles of Association.
“RESOLVED THAT the Chief Executive Officer and/ or the Company Secretary be and are hereby authorized to do all necessary acts, deeds and
things in connection therewith and ancillary thereto as may be required or expedient to give effect to the spirit and intent of the above
resolution.”
The statement as required under sections 134(3) of the Companies Act, 2017 is being sent to the members with the notice.
Any Other Business:
5. To transact any other business as may be placed before the meeting with the permission of the Chair.
Notes:
1. Book Closure:
The Share Transfer Books of the Company will remain closed from 16 October 2018 to 23 October 2018 (both days inclusive). Transfers received
in order by our Share Registrar, M/s. THK Associates (Pvt.) Limited, 1st Floor,40-C, Block-6, P.E.C.H.S., Karachi by the close of business on 15
October 2018 will be considered in time for the determination of any entitlement, as recommended by the Board of Directors and attending
the meeting.
2. Appointment of Proxies and Attending AGM:
i. A member entitled to attend and vote at the meeting may appoint another member as his/her proxy who shall have such rights as respects
attending, speaking and voting at the meeting as are available to a member.
ii. A blank instrument of proxy applicable for the meeting is being provided with the notice sent to members. Further copies of the instrument
of proxy may be obtained from the registered office of the Company during normal office hours.
iii. A duly completed instrument of proxy to be valid, must be deposited at the registered office not less than 48 hours before the time of the
meeting. Attested copies of valid CNIC or the passport of the member and the Proxy shall be furnished with the Proxy Form.
iv. The instrument of proxy should be duly signed, stamped and witnessed by two persons with their names, address, CNIC numbers and
signatures.
v. CDC account holders are also required to follow the guidelines as laid down in Circular No.1 dated 26 January 2000 issued by the Securities and
Exchange Commission of Pakistan (SECP).
i. In case of individual, the account holder or sub-account holder and/or the person, whose securities are in group account and their registration
details are uploaded as per the regulations, shall authenticate his/her identity by showing his/her original Computerized National Identity Card
(CNIC) or original passport at the time of attending the meeting.
ii. Members registered on Central Depository Company (CDC) are also requested to bring their particulars, I.D. numbers and account numbers in
CDS.
iii. In case of a corporate entity, the Board of Directors' resolution/Power of Attorney with specimen signature of the nominee shall be produced
(unless it has been provided earlier) at the time of meeting.
i. In case of individual, the account holder or sub-account holder and/or the person whose securities are in group account and their registration
details are uploaded as per the regulations, shall submit the proxy form as per requirement notified by the Company.
ii. The proxy form shall be witnessed by two persons whose names, addresses and CNIC numbers shall be mentioned on the form.
iii. Attested copies of CNIC or the passport of the beneficial owners and the proxy shall be furnished with the proxy form.
iv. The proxy shall produce his/her original CNIC or original passport at the time of meeting.
v. Corporate entities shall submit the Board of Directors resolution/Power of Attorney with specimen signature along with proxy form.
Members are requested to notify any changes in their addresses immediately to the Share Registrar M/s. THK Associates (Pvt.) Limited.
Members, who have not yet submitted photocopy of their valid Computerized National Identity Card (CNIC) along with folio number to the
Company/ Share Registrar, are once again reminded to send the same at the earliest directly to the Company’s Share Registrar. In case of
non-receipt of the copy of the valid CNIC, the Company would be constrained under section 243(3) of the Companies Act, 2017 to withhold
dividend of such shareholders.
In terms of section 242 of Companies Act, 2017(the Act), every listed company is required to pay cash dividend, if any, to their members only
through electronic mode by directly crediting the amount of dividend into the bank account provided by them. Pursuant to SRO No.
1145(I)/2017 dated 06 November 2017; shareholders are MANDATORILY required to provide their bank account details to receive their cash
dividend directly into their bank accounts.
In this regard and in pursuance of the directives issued by the SECP vide SRO No. 421(I)/2018 dated 02 April 2018, the shareholders are required
to provide relevant details of their bank accounts (i.e. title of account, complete bank account number (i.e. 24 digit IBAN), complete mailing
address of the bank, name of the bank, folio number, mobile number and email address) within 45 days from the date of issuance of the said
SRO for payment of cash dividend through electronic mode. As such, the Company shall be bound to withhold the amount of dividend
declared by the Company of those members who do not provide their bank details.
E-Dividend Mandate Forms are available at the Registered Office of the Company and can be downloaded from the Company’s website. The
E-Dividend Mandate Forms were also posted to all the registered members of the Company vide earlier Notice of Extraordinary General
Meeting issued on 14 April 2018 as well as the Notice of Annual General Meeting issued on 04 October 2017.
The corporate members having CDC accounts are required to have their National Tax Number (NTN) updated with their respective
participants, whereas corporate members who have physical shares should send a copy of their NTN certificate to our Share Registrar. The
members while sending NTN or NTN certificates, as the case may be, must quote the company name and their respective folio numbers.
7. Deduction of Income Tax under Section 150 of the Income Tax Ordinance, 2001:
a) Pursuant to the Finance Act, 2018, effective 01 July 2018, the rate of deduction of income tax under Section 150 of the Income Tax Ordinance,
2001, from payment of dividend to a Non-Filer of income tax return is prescribed as 20% and for Filer of tax returns as 15%.
List of filers is available at Federal Board of Revenue’s (FBR) website: http://www.fbr.gov.pk
Members are therefore advised to update their tax Filer status latest by 15 October 2018.
b) Further, according to clarification received from Federal Board of Revenue (FBR), withholding tax will be determined separately on
‘Filer/Non-Filer’ status of principal shareholder as well as joint-holder(s) based on their shareholding proportions, in case of joint accounts.
In this regard all shareholders who hold shares jointly are requested to provide shareholding proportions of principal shareholder and
joint-holder(s) in respect of shares held by them to our Share Registrar, in writing as follows:
c) The required information must reach our Share Registrar by the close of business on 15 October 2018; otherwise it will be assumed that the
shares are equally held by Principal Shareholder and Joint Holder(s).
d) The corporate shareholders having CDC accounts are required to have their NTN updated with their respective participants, whereas
corporate physical shareholders should send a copy of their NTN certificate to the Share Registrar. The shareholders while sending NTN or NTN
certificates, as the case may be, must quote company name and their respective folio numbers.
e) The information received within the above specified time would enable the Company to deduct income tax at the applicable rates from the
payment of dividend if announced by the Company on 23 October 2018.
f) Members seeking exemption from deduction of income tax or deduction at a reduced rate under the relevant provisions of the Income Tax
Ordinance, 2001, are requested to submit a valid tax certificate or necessary documentary evidence, as the case may be, latest by 15 October
2018.
The Annual Report of the Company for the year ended 30 June 2018 has been placed on the Company’s website.
9. Circulation of Annual Financial Statements for the year ended 30 June 2018 through CD/DVD/USB
The SECP vide SRO No. 470(I)/2016 dated 31 May 2016, has allowed listed companies to circulate their annual audited accounts (i.e. the annual
balance sheet and profit and loss account, auditor’s report and director’s report) to its members through CD/DVD/USB at their registered
addresses instead of sending them in hard copies, subject to approval obtained from shareholders in General Meeting. Accordingly, the
Company has obtained approval from members in the 32nd Annual General Meeting held on 25 October 2016.
Pursuant to the approval of shareholders, as aforesaid, the annual report of the Company for the year ended 30 June 2018 is being circulated
to the members through CD.
10. Transmission of Annual Financial Statements and Notice of Meeting through email:
Pursuant to S.R.O. 787(I)/2014 dated 08 September 2014, SECP has permitted companies to circulate annual audited financial statements
along with notice of Annual General Meeting to its members through email. The Companies Act 2017 also allows electronic circulation of
annual financial statements and reports thereon. Accordingly, we are pleased to offer this facility to our members who desire to receive annual
financial statements and notices of the Company through email in future.
We have uploaded the request form/consent form, for the purpose, on the Company’s website. Members who desire to receive annual
financial statements and notice of Annual General Meeting through e-mail, instead of receiving them through CD/DVD/USB, are requested to
submit their consent on the form duly filled to the Share Registrar of the Company. Any changes to such arrangements should be
communicated to the Company on standard request form.
Members, who do not provide their email IDs, shall continue to receive their future annual financial statements (either in CD/ DVD/USB) at their
registered addresses. However, they will have right to request for a hard copy at their registered addresses.
In terms of SECP’s Circular No. 10 of 2014 dated 21 May 2014 read with provisions contained under Section 134(1)(b) of the Companies Act,
2017, members of the Company may also attend and participate in the AGM through video conference facility in a city other than Karachi, if
members residing in the vicinity, collectively holding 10% or more shareholding, demand in writing, to participate in the AGM through video
conference at least ten (10) days prior to the date of the AGM.
To avail such facility, please submit the following form with the requisite information at the Registered Office of the Company -
The Company will intimate members regarding venue of video conference facility at least five (05) days before the date of the AGM along with
complete information necessary to enable them to access such facility.
12. E-Voting
Members can also exercise their right of E-voting subject to the requirements of S. 143 - 145 of the Companies Act 2017 and the applicable
clauses of the Companies (Postal Ballot) Regulations 2018.
Alteration in the Memorandum and Articles of Association of the Company is necessary in the light of the Companies Act, 2017 and the Code
of Corporate Governance. The proposed changes in the Memorandum and Articles of Association of the Company are being made to bring
the Memorandum and Articles in conformity with the Companies Act, 2017.
In the Memorandum of Association, principal line of business Clause III (1) has been replaced with Clause III (3) while refrence to the Companies
Ordinance, 1984 has been replaced with the Companies Act, 2017. The comparative statemnet of existing clauses with the proposed
amendments in the Memorandum and Articles of Association of the Company, being sent to the Members together with Revised
Memorandum of Association and New Set of Articles of Association along with this notice.
The Revised Memorandum of Association of the Company and the New Set of Articles of Association of the Company can be inspected by the
shareholders from the date of issuance of this notice till the date of meeting at the registered office of the Company during usual business
hours from Monday to Friday (9.00 a.m. – 5.00 p.m.).
The Directors have no personal interest in the above special business and/ or special resolutions, save to the extent of their shareholding in the
Company.
The Directors have duly given a statement, as required under the aforesaid SRO, that the proposed alterations are in line with the applicable
provisions of the law and regulatory framework.
For any query/problem/information, members may contact our Share Registrar at the following address:
Executives
Banks, Development Finance Institutions, Non-Banking Finance Companies, Insurance Companies, Takaful, Modarabas and
Pension Funds
Details of purchase/sale of Shares by Directors, Executives and their Spouse(s)/minor children during the year 2017-18
Name Date of Transaction No. of Shares Sold No. of Shares Purchased Rate Per Share
Salsabil Akberali 12-January-2018 - 32,000 93.00
Salsabil Akberali 15-January-2018 - 40,000 90.00
Salsabil Akberali 24-April-2018 - 38,000 87.50
Fazal Ahmed 18-May-2018 - 10,000 75.40
Hadi Abbas Akberali 21-June-2018 - 313,000 69.34
Fazal Ahmed 26-June-2018 - 10,000 66.02
PATTERN OF SHAREHOLDING
AS AT 30 JUNE 2018
NUMBER OF SHAREHOLDINGS
SHAREHOLDERS SHARES HELD PERCENTAGE
FROM TO
Number of Shareholders
418 1 100 16729 0.0056
6089 101 500 2997922 1.0094
1537 501 1000 1512029 0.5091
1172 1001 5000 2909299 0.9795
221 5001 10000 1732173 0.5832
59 10001 15000 733107 0.2468
59 15001 20000 1083009 0.3646
31 20001 25000 736804 0.2481
22 25001 30000 619615 0.2086
11 30001 35000 372200 0.1253
10 35001 40000 385217 0.1297
1 40001 45000 44000 0.0148
12 45001 50000 589700 0.1985
7 50001 55000 371300 0.1250
1 55001 60000 60000 0.0202
4 60001 65000 254300 0.0856
8 65001 70000 540000 0.1818
5 70001 75000 368400 0.1240
3 75001 80000 236500 0.0796
3 80001 85000 246900 0.0831
5 85001 90000 443500 0.1493
4 90001 95000 372600 0.1254
6 95001 100000 593000 0.1997
1 100001 105000 100500 0.0338
3 105001 110000 329000 0.1108
2 110001 115000 223800 0.0754
2 125001 130000 255476 0.0860
2 135001 140000 274500 0.0924
1 145001 150000 150000 0.0505
1 150001 155000 155000 0.0522
2 155001 160000 313000 0.1054
1 160001 165000 161700 0.0544
2 180001 185000 368600 0.1241
1 185001 190000 190000 0.0640
PATTERN OF SHAREHOLDING
AS AT 30 JUNE 2018
NUMBER OF SHAREHOLDINGS
SHAREHOLDERS SHARES HELD PERCENTAGE
FROM TO
Number of Shareholders
1 205001 210000 210000 0.0707
1 210001 215000 213200 0.0718
1 220001 225000 225000 0.0758
1 225001 230000 228600 0.0770
1 265001 270000 267000 0.0899
1 280001 285000 283000 0.0953
1 290001 295000 291000 0.0980
1 310001 315000 313000 0.1054
1 330001 335000 332200 0.1118
1 345001 350000 350000 0.1178
1 360001 365000 361000 0.1215
1 380001 385000 381500 0.1284
1 385001 390000 388000 0.1306
2 405001 410000 810400 0.2729
1 420001 425000 422000 0.1421
1 425001 430000 425500 0.1433
1 470001 475000 470500 0.1584
1 495001 500000 500000 0.1683
1 530001 535000 530900 0.1787
1 545001 550000 547200 0.1842
1 595001 600000 598500 0.2015
1 610001 615000 611800 0.2060
1 645001 650000 650000 0.2188
1 730001 735000 734000 0.2471
1 740001 745000 745000 0.2508
1 845001 850000 847200 0.2852
1 995001 1000000 998500 0.3362
1 1010001 1015000 1013700 0.3413
1 1040001 1045000 1042600 0.3510
1 1140001 1145000 1144759 0.3854
2 1330001 1335000 2667700 0.8982
1 1345001 1350000 1347200 0.4536
1 1555001 1560000 1558100 0.5246
1 1745001 1750000 1746383 0.5880
PATTERN OF SHAREHOLDING
AS AT 30 JUNE 2018
NUMBER OF SHAREHOLDINGS
SHAREHOLDERS SHARES HELD PERCENTAGE
FROM TO
Number of Shareholders
1 1795001 1800000 1797100 0.60510
1 2155001 2160000 2158000 0.72660
1 3495001 3500000 3500000 1.17840
1 11670001 11675000 11674900 3.93080
1 14740001 14745000 14744400 4.96430
1 35690001 35695000 35694840 12.0180
1 37415001 37420000 37419212 12.5986
1 55730001 55735000 55732930 18.7646
1 91290001 91295000 91294723 30.7378
The Company believes in prompt provision of resolution to all grievances of our valued shareholders in accordance with the statutory guidelines
and well-designed policy. The development of sustained stakeholder relationships is paramount to the performance of the Company. Investors’
grievances are managed centrally by the Corporate Compliance Department of the Company through an effective grievance management
mechanism for handling of investors’ queries and complaints, through the following key measures -
Investors can communicate their grievances through any of the following channels -
• By calling at : 111-267-354
• By writing to : The Company Secretary
Amreli Steels Limited
Plot No. A-18, S.I.T.E. Karachi, Pakistan
• By accessing website : www.amrelisteels.com/investor-grievances-complaints
• By sending an email: adnan.ghafar@amrelisteels.com
investor-relations@amrelisteels.com
The Company has in place an active cash management system to ensure smooth working capital management and timely repayment of its
debt maturities. We have built in-house dedicated special cash management division comprising of trained staff to closely monitor company’s
trade receivable and its aging together with strict system based control over credit limits to keep it in line with the company credit policy.
The Company has been assigned a credit rating of A for short term and A1 for long term by PACRA. With a strong timely repayment history
coupled with good credit rating the Company enjoys excellent business relationship with financial institutions and have access to sufficient
credit facilities to meet its cash flow needs.
All the working capital lines have re-payment terms in line with company’s cash conversion cycle. The Company continuously assesses its
overhead cost for opportunity to decrease them without compromising on productivity. The Company has invested heavily in plant and
machinery in recent years to adopt modern technology to optimize production capabilities with reduce unit cost, which will ultimately result
in further improved liquidity.
INSTITUTIONAL ASL acknowledges and honors the trust our investors have put in us by The providers of capital allow ASL the
INVESTORS / providing a steady return on their investment. We rigorously enforce a means to achieve its vision.
transparent relationship with all our stakeholders.
SHAREHOLDERS
CUSTOMERS & ASL has invested significantly over the years in customer relationship Our success and performance
SUPPLIERS management. Our continuous and sustainable growth is also attributable to depends upon the loyalty of our
engaging reputed suppliers as business partners for supply of industrial customers, their preference and our
inputs, equipment and machinery. supply chain management.
BANKS Banks and other financial institutions are engaged by the Company on an Dealings with banks and lenders is
AND OTHER on-going basis in relation to negotiation of rates, lending purposes, short term key to ASL’s performance in terms of
financing, deposits and investments. Banks are also consulted on issues linked the following:
LENDERS
with letters of credit and payments to suppliers, along with other
disbursements of an operational nature. • Access to funds
• Better interest rates and loan terms
• Minimal fees
• Higher level of customer service
• Effective planning for the future
MEDIA Different communication mediums are used on need basis to apprise the By informing the media of the
general public about new developments, activities and philanthropic developments and activities of ASL,
initiatives of ASL. effective awareness is created
regarding the Company and the
products and services offered,
indirectly having a positive impact.
REGULATORS ASL prides itself in being a responsible corporate citizen and abides by the Laws and regulations, determination
laws and regulations of Pakistan. ASL consciously ensures that all the legal of prices and other factors controlled
requirements of other countries are also fulfilled while conducting business by the Government affect ASL and its
outside Pakistan. performance.
ASL has paid a total of Rs. 2.88 Billion (comprising in terms of income taxes,
sales taxes and custom duties) to Government Exchequer during the financial
year under review and continues to be one of the highest taxpayers of
Pakistan.
ANALYSTS In order to remain transparent and attract potential investors, ASL regularly Providing all the required information
engages with analysts on details of projects already disclosed to the to analysts on the historical
regulators, with due regard to regulatory restrictions imposed on inside performance of the Company,
information and or trading, to avoid any negative impact on the Company’s material announcement made
reputation or share price. during the period and help them
understand the industry and its
dynamics more clearly to create a
positive investor environment.
EMPLOYEES ASL’s commitment to its most valued resource, a dedicated and competent ASL’s employees represent its biggest
workforce, is at the core of its human resource strategy. ASL provides a asset. They implement every strategic
nurturing and employee friendly environment while investing considerably in and operational decision and
local and foreign employee trainings. Besides monetary compensations, ASL represent the Company in the
has also invested in health and fitness activities for its employees. industry and community.
LOCAL In addition to local communities near plant sites, ASL engages with general The people of the Country provide
COMMUNITY public at large through its CSR Activities. This engagement helps to identify the grounds for ASL to build its future
needed interventions in the field of education, health and general economic on.
AND GENERAL
uplift of the society.
PUBLIC
AUGUST 2017
Board of Directors’ Meeting was held on 26 August 2017. The Board approved the annual audited financial statements
of the Company for the year ended 30 June 2017 and the Directors’ Report thereon, and recommend to the
shareholders 20% (i.e. Rs. 2 per share) final cash dividend for the year ended 30 June 2017.
OCTOBER 2017
33rd Annual General Meeting of the Company was held on 25 October 2017 at the Auditorium Hall of the Institute of
Chartered Accountants of Pakistan, Block-8, Chartered Accountants Avenue, Clifton, Karachi; It approved annual
audited accounts for the year ended 30 June 2017 and 20% (i.e. Rs. 2 per share) final cash dividend for the year ended
30 June 2017.
Board of Directors’ Meeting was held on 26 October 2017. The Board approved the condensed interim financial
statements for the first quarter ended 30 September 2017 along with the Directors’ Report thereon.
FEBRUARY 2018
Board of Directors’ Meeting was held on 17 February 2018. The Board approved the condensed interim financial
statements for the half year ended 31 December 2017, along with the Directors’ Report thereon.
APRIL 2018
• Board of Directors’ Meeting was held on 20 April 2018. The Board approved the condensed interim, financial
statements for the third quarter ended 31 March 2017 along with the Directors’ Report thereon.
MAY 2018
An Extraordinary General meeting of the Company was held on 07 May 2018 at the Auditorium hall of the Institute of
Chartered Accountants of Pakistan, Chartered Accountants Avenue, Clifton, Karachi to elect seven Directors as fixed by
the Board of Directors of the Company in accordance with the provisions of Section 159(1) of the Companies Act, 2017
for a period of three years commencing from 07 May 2018. The number of persons who offered themselves to be
elected was not more than the number of Directors fixed by the Board of Directors of the Company under Section 159
(1) of the Companies Act, 2017; therefore all the retiring directors of the Company were re-elected as Directors of the
Company at the said EOGM by the shareholders for a period of three years, namely –
CORPORATE GOVERNANCE,
RISK MANAGEMENT AND COMPLIANCE
The Company recognizes that Governance, Risk Management, and Compliance (GRC) are three pillars that work together to assure that the
organization meets its objectives.
GRC is a discipline that aims to synchronize information and activity across governance, risk management and compliance in order to operate more
efficiently, enable effective information sharing, more effectively report activities and avoid wasteful overlaps.
CORPORATE
CALENDAR
BOARD
MEETING
First Quarter ending
TENTATIVE DATES 30 September 2018
last week of October 2018
FOR THE FINANCIAL
YEAR BOARD
MEETING
2018
Half Year ending
31 December 2018
second week of February 2019
2019 BOARD
MEETING
Third Quarter ending
31 March 2018
last week of April 2019
ANNUAL
GENERAL BOARD
MEETING MEETING
Year ending
Year ending 30 June 2019
30 June 2019 last week of August 2019
last week of October 2019
C E O B O A R D O F D I R E C T O R S
Has ultimate responsibility for Has an oversight role
risk management, ensuring Ensures that risk management processes are in place, adequate, and
that it is in place and effective
effectively functioning Approves a risk appetite in accordance with the risk management
methodology adopted by Amreli
R ISK MANAGEMEN T
Identific atio n ,
A ssessment and Man agement
of risk s at regional and site levels and ac ro ss fu n c tio n s
Site levels
Identification, assessment and mitigation of risks
Promoting risk awareness and safety culture
BOTTOMUP APPROACH
Strategic Risk
Sr. No Risk Description Mitigation
1. Changes in Regulatory changes may affect This is an external risk, however being one of the largest steel
government local steel industry due to re-bar manufacturers, our top management continuously seeks
laws and policies ad-hoc tariff adjustments on dialogue with policy makers at different forums to safeguard the
imports or dumping in Pakistan. interest and growth of the steel industry in Pakistan. By doing so,
The political chaos may affect we try to further enhance our share in national GDP with a
law and order situation which philosophy that local industries play a pivotal role in the overall
may hamper economic activity. economic growth of Pakistan. Recently, the general elections
2018 were held peacefully in the country with smooth transfer of
power to the newly elected government. We expect that the
newly elected government will put every effort in to achieving its
goal of economic revival of Pakistan by making polices and
taking steps that will help in growth of GDP by protecting and
giving a more conducive environment to local industries,
especially those that are related to construction material. Besides,
our top management including Board of Directors keeps a keen
eyes on any probable imbalances in government policies and
devices appropriate plans to avoid effects of any uncertainties
that are a result of such imbalances.
2. Economic factors, The cyclic nature of the steel The company continuously tracks changes in the economic
industry conditions, industry may adversely affect environment, pertaining to the steel industry in particular and
industry cyclicality our business. The construction is has aligned its strategy proactively to address risks arising out of
dependent on overall economic it. The current economic conditions of Pakistan have improved in
conditions of the country and previous years that resulted in increase in industrialization and
any adverse effects on the urbanization and has a positive effect on the construction sector.
economy may directly impact It is anticipated that CPEC’s major investment in power sector
the steel Industry. and increase in Foreign Direct Investments would result in
improved economy and especially in the boom in the construc-
tion industry. The company strategy is to seek new customers
and at the same time secure existing valued customers.
Financial Risk
3. Interest Rate Risk Changes in interest rates can The management’s success in negotiating competitive rates and
cause changes in the borrowing consistent improved credit ratings are the key drivers for
cost of the company acquiring competitive interest rates.
4. Foreign Exchange Devaluation of PKR against USD This is an external risk and the Company’s management controls
Risk may result in costly inputs which it through proper planning based on future outlook of forex rates
in turn can cause adverse impact as well as the arrangement of hedging on occasions. The
on our profitability and pricing. management strongly believes that as political and economic
stability consolidates in the country, the newly elected govern-
ment will take measures not to let forex rates go unchecked.
5. Liquidity risk Our risk of default on our Strong adherence to practice of fulfilment of commitments has a
financial commitments to other positive impact on our lenders. Our credit ratings have improved
parties to “A” for the long term and “A1” for the short term issued by
PARCA.
6. Counter-Party Risk Risk of default in payments by Maintenance of a healthy relationship with customers is a key
credit customers goal of the Company. Credits are only granted to customers with
good financial health after careful assessment. We have defined
follow-up procedures. The payment, sales and operational
performance of customers are properly documented and are
incorporated in the customer’s annual appraisal.
7. Financial Reporting Risk of reporting issues with The Company complies with the best practices issued by the
risk regulators and authorities regulatory authorities of Pakistan. The Financial statements are in
conformity with International Financial Reporting Standards. Our
accounts, finance and compliance team is well experienced and
professional for the continuous monitoring and implemention of
changes in the legal or reporting framework. With a well reputed
external audit firm we have a strong internal audit function along
with an outsourced audit firm to mitigate such risk.
Operational Risk
8. Breach of IT Risk that IT security can be In the process of augmenting and implementing effective
security breached, causing loss to the internal control framework, the Company regularly monitors IT
stored information. controls for the security of data and information flow. This is done
by implementing secure connections and firewalls. The Company
also maintains an appropriate data backup mechanism to ensure
data availability in case of any damage via development of
comprehensive Disaster Recovery Strategy and conduct of data
recovery on regular basis. The employees are recived constant
communication about cyber-attack threats to raise staff
awareness. Information security is evaluated both internally and
by competent independent auditors on a regular basis.
9. Unable to meet Risk that Amreli Steels is unable As one of the largest producers of quality steel re-bars in
customers’ to meet customers’ demands Pakistan, the Company policy is to continually satisfy its
demands due to shortage of production or Customers in terms of consistent quality, timely delivery and
supply of desired quality excellent post sales service. The Company has state-of-the-art
products. The company is unable quality check labs that conduct vigorous checks before delivery
to store/supply desired quantity of products to customers. The staff of quality check labs
of finished product to its continuously receive trainings and awareness of latest tools and
customers techniques. The quality team continuously monitors the
production process at each and every stage to ensure that the
best quality finished products are manufactured in our plants.
With increased production capacity, Amreli Steels has enhanced
its Logistics facilities. The Company is working on a plan to
increase its dispatch units to increase finished goods storage and
supply of products with minimum lead time.
10. Business interrup- Prolonged power outages will At Dhabeji plant, the company is supplied with power by
tion due to power result in delayed production K-electric from national grid at 132KV/11KV with the transformer
outages. which may result in loss of rating of 50/63 MVA which is more than sufficient to cater to the
competitive advantage and requirement of Company’s existing operations and expansion
reputation. plans. Further, the Company has laid one extra phase cable of
123KV to avoid a single point of failure. The Company has a
dedicated bay at K-Electric’s Dhabeji grid station, from which its
dedicated power feeders transmit power at 132KV voltage to the
grid station at site. The Rolling Mill plant at SITE Karachi is
supplied with power from two dedicated feeders of K-Electric
supplying power at 11KV level one in line and another on
standby. Each of these feeders originates at K-Electric substation
and terminates at the plant with no other K-Electric customer
drawing power from these lines.
11. Technology failing Sacrificial loss in profitability due The Company values automation and modernization of
to provide cost & to outdated technology or operations, as we have State-of-the-art equipment used for
quality competi- failure of technology system. melting and slit rolling which is contracted from an international
tiveness. conglomerate Primetals Technologies, which is joint venture
between Siemens, VAI, and Mitsubishi, which provide steel
manufacturing solutions across the value chain. The Company
expects that such technological aspect will help us in obtaining
unparalleled cost & quality benchmarks, that will translate into a
better bottom line.
12. Failure to maintain Loss of high potential talent in The Company appreciates and relies upon the contributions from
high potential the form of attraction, engage- its key personnel. Our HR ensures that a vigorous succession
human capital. ment and retention may result in planning to identify, engage and retain intellectual capital by
loss of ideas that give us offering a challenge-reward based conducive work environment.
competitive advantage. Employee engagement survey was conducted this year by EY to
increase the employee’s association towards Company and
Identify the problems faced by employees.
13. Product Growing numbers of local The Company expects and encourages healthy competition with
Competition players in the market and cheap an aim to enhance market share in the coming years via
quality of steel bar available in increasing our market outreach. Increase in energy efficiency by
the market at uneconomical 25% through installation of new technology in Dhabeji rolling
prices may seriously affect our mill which resulted in availability of our quality steel re-bars at
market share. competitive prices. Another cost saving advantage is achieved
through economies of scale with increased production capacity.
The reduced cost will give us high competitive advantage which
will create a win-win situation for the Company and its valued
customers. Budgetary control mechanism is also established
within the organization which acts as a control mechanism for
day to day activities.
14. Health & Safety A poor health & safety environ- The Company values the health and safety of every employee
ment may become the root and ensures safety procedures are followed to avoid any
cause of fatal workplace unwanted circumstances via educating the employees about
accidents which can result in workplace safety though continuous trainings and awareness
lowering of employees’ programs. We are also in the process of implementing OHSAS
motivation and which might cost 18001.
the reputation of the Company
15. Supply Chain Prolonged production The Company maintains adequate stock levels in order to
Management Risk stoppages due to shortages of support smooth operations and have enough storage space to
inputs may result in disruptions maintain safety stock at an appropriate level. The Company has
in overall business operations. strong commitments from its vendors in terms of quality and
Also variation in prices of raw competitive prices of raw materials. In case of over dependence,
material may adversely affect the Company also has alternate vendors on our approved
our profitability. vendors list. To avoid disturbance in the production process, the
Company optimizes the use of market intelligence and updates
the vendor performance report regularly.
16. Operational Operational disruption due to The Company functions through a well-defined structure with
Disruption any conflict, miscommunication defined flow of information to avoid any conflict or communica-
or unavailability of resources. tion gap. The Company has adequate human resources, and the
operational work flow designs support succession planning. The
Company has maintained storage with sufficient insurance stock
to reduce possible downtime in case of any operational break
down.
17. Environmental Risk Actual or potential threat of The Company believe in a clean and green environment and
adverse effects on environment always looks out for the betterment of society in particular and
arising out of company activities. country in general. The Company has registered our plant under
Self-Monitoring and Reporting Program (SMART), monitored by
the Pakistan Environmental Protection Agency under the
umbrella of Ministry of Environment, Government of Pakistan.
18. Litigation & New laws, regulations or other The Company regularly monitors changes in the regulatory
Regulatory requirements may result in new environment and proactively deals with the changes in a
Compliance Risk liability in the case of non-com- regulatory framework. We have an experienced team of
pliance professionals and advisors who focus on evaluation of risks in all
legal transactions. Training is also provided to our employees to
remain up to date with the relevant regulations.
19. Product Risk Risk of loss in revenues resulting At Amreli Steels Limited, great emphasis is placed on rigid quality
from goods returned or bad control policies & procedures. Amreli Steels has established a
publicity in press on quality and formal management system conforming to ISO 9001: 2008. We
performance of the product. are an ISO 9001:2008 Certified company. All our products are also
approved and certified by Pakistan Standards Quality Control
Authority (PSQCA). The company maintains a modern testing
laboratory where each heat produced is tested against Interna-
tional Standards (ASTM A-615 & BS 4449:2005). Our testing
facilities include an electro-hydraulic universal testing machine
with a testing capacity of 100 tons in addition to a mechanical
60-ton universal testing machine. The staff of the testing facility is
professionally trained by foreign experts to use the machines and
deliver accurate results.
Internal control is an integral part of our activities. It consists of all measures taken by the company for the purpose of
We are in the process of adopting COSO framework to attain the objectives which are;
• Operations Objectives—these pertain to effectiveness and efficiency of the entity’s operations, including operational and financial
performance goals, and safeguarding assets against loss.
• Reporting Objectives—These pertain to internal and external financial and non-financial reporting and may encompass reliability,
timeliness, transparency, or other terms as set forth by regulators, recognized standard setters, or the entity’s policies.
• Compliance Objectives—these pertain to adherence to laws and regulations to which the entity is subject to.
The Board has overall responsibility for the company’s system of internal control and for reviewing its effectiveness. The Board considers that strong
internal controls are integral to the sound management of the organization, and it is committed to maintaining strict financial, operational and risk
management control over all its activities with formally defined lines of responsibility, delegated authorities and clear operating processes. The
systems that the Board has established are designed to safeguard both the shareholders' investment and the assets of the company.
Entity level controls are in place for the achievement of desired objectives. To ensure the effectiveness and reliability of internal control, ASL has both
inhouse internal audit as well as on outsourced function.
The systems, standard operating procedures and controls are implemented by the executive leadership team and are reviewed by the internal audit
team whose findings and recommendations are placed before the Audit Committee.
To maintain objectivity and independence, the Internal Audit function reports to the Audit Committee. The Internal Audit team develops an annual
audit plan based on the risk profile of the business activities. The Internal Audit plan is approved by the Audit Committee, which also reviews
compliance to the plan.
The Internal Audit team monitors and evaluates the efficacy and adequacy of internal control systems in the Company, its compliance with
operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit function, process
owners undertake corrective action(s) in their respective area(s) and thereby strengthen the controls. Significant audit observations and corrective
action(s) thereon are presented to the Audit Committee.
The Audit Committee reviews the reports submitted by the Internal Auditors in each of its meeting. Also, the Audit Committee semiannually has
independent sessions with the external auditor and the Management to discuss the adequacy and effectiveness of internal financial controls.
Management is keen Amreli Steels has an The policies and We have defined a The internal control
to promote Integrity, ongoing process of procedures are formal mechanism of system is actively
ethical values and the identifying and developed in order to communication and monitored. Ongoing
commitment to analyzing risks. ensure that sharing of information monitoring occurs in
competence. The Mechanisms are management amongst the the ordinary course of
organogram is developed to respond directives are carried departments and operations, and
designed properly to changing out. stakeholders. All includes regular
assigning the conditions. The All the necessary responsible personnel management and
appropriate lines for identified risks are actions are taken to have been given clear supervisory activities,
reporting of each evaluated and address risks to understanding of their and other actions
functional area. prioritized in order to achievement of the role in internal control personnel take in
Key Performance take appropriate entity's objectives. system as well as how performing their duties
Indicators (KPIs) are action. They include a range individual activities that assess the quality
established to monitor of activities such as relate to the others. of internal control
the performance of its approvals, system performance.
departments against authorizations,
their stated objectives. verifications,
reconciliations,
budgeting, security of
assets, segregation of
duties and reviews of
operating performance
Review Report on the Statement of Compliance contained in Listed Companies (Code of Corporate Governance)
Regulations, 2017
We have reviewed the enclosed Statement of Compliance with the Listed Companies (Code of Corporate Governance)
Regulations, 2017 (the Regulations) prepared by the Board of Directors of Amreli Steels Limited (the Company) for the
year ended 30 June 2018 in accordance with the requirements of regulation 40 of the Regulations.
The responsibility for compliance with the Regulations is that of the Board of Directors of the Company. Our
responsibility is to review whether the Statement of Compliance reflects the status of the Company’s compliance with
the provisions of the Regulations and report if it does not and to highlight any non-compliance with the requirements of
the Regulations. A review is limited primarily to inquiries of the Company’s personnel and review of various documents
prepared by the Company to comply with the Regulations.
As a part of our audit of the financial statements we are required to obtain an understanding of the accounting and
internal control systems sufficient to plan the audit and develop an effective audit approach. We are not required to
consider whether the Board of Directors’ statement on internal control covers all risks and controls or to form an opinion
on the effectiveness of such internal controls, the Company’s corporate governance procedures and risks.
The Regulations require the Company to place before the Audit Committee, and upon recommendation of the Audit
Committee, place before the Board of Directors for their review and approval, its related party transactions and also
ensure compliance with the requirements of section 208 of the Companies Act, 2017. We are only required and have
ensured compliance of this requirement to the extent of the approval of the related party transactions by the Board of
Directors upon recommendation of the Audit Committee. We have not carried out procedures to assess and determine
the Company’s process for identification of related parties and that whether the related party transactions were
undertaken at arm’s length price or not.
Based on our review, nothing has come to our attention which causes us to believe that the Statement of Compliance
does not appropriately reflect the Company's compliance, in all material respects, with the requirements contained in
the Regulations as applicable to the Company for the year ended 30 June 2018.
Chartered Accountants
Place: Karachi
Date: 13 September 2018
Amreli Steels Limited (“the Company”) has complied with the requirements of Listed Companies (Code of Corporate Governance) Regulations, 2017
(“the Regulations”) in the following manner .
1. The total number of directors of the Company are 07 as per the following:
Male 5
Female 2
3. The directors have confirmed that none of them is serving as a director on more than five listed companies, including this company
(excluding the listed subsidiaries of listed holding companies where applicable).
4. The Company has prepared a Code of Conduct and has ensured that appropriate steps have been taken to disseminate it throughout the
Company along with its supporting policies and procedures.
5. The Board has developed a vision/mission statement, overall corporate strategy and significant policies of the company. A complete record
of particulars of significant policies along with the dates on which they were approved or amended has been maintained.
6. All the powers of the Board have been duly exercised and decisions on relevant matters have been taken by Board/ Shareholders as
empowered by the relevant provisions of the Companies Act, 2017 (“the Act”) and the Regulations.
7. The meetings of the Board were presided over by the Chairman and, in his absence, by a director elected by the Board for this purpose. The
Board has complied with the requirements of the Act and the Regulations with respect to frequency, recording and circulating minutes of
meeting of Board.
8. The Board of Directors have a formal policy and transparent procedures for remuneration of directors in accordance with the Act and the
Regulations.
9. During the year, the Board did not arrange any training program for its directors. However, the Company arranges orientations courses for its
directors as and when needed to apprise them of their duties and responsibilities. The incoming directors are also provided with appropriate
briefing and orientation material to enable them first-hand knowledge on the working of the Company. Five directors of the Company have
attended the directors’ training program conducted by the Pakistan Institute of Corporate Governance/ Institute of Chartered Accountants
of Pakistan (ICAP) and the remaining two directors will acquire the required directors’ training within the time specified in the Regulations.
10. The Board has approved appointment of CFO, Company Secretary and Head of Internal Audit, including their remuneration and terms and
conditions of employment and complied with relevant requirements of the Regulations.
11. CFO and CEO duly endorsed the financial statements before approval of the Board.
12. The Board has formed following committees comprising of members given below:
13. The terms of reference of the aforesaid committees have been formed, documented and advised to the committees for compliance.
15. The Board has set up an effective internal audit function and has also outsourced the internal audit function to M/s. BDO Ebrahim & Co.
Chartered Accountants who are considered suitably qualified and experienced for the purpose and are conversant with the policies and
procedures of the Company.
16. The statutory auditors of the Company have confirmed that they have been given a satisfactory rating under the quality control review
program of the ICAP and registered with Audit Oversight Board of Pakistan, that they or any of the partners of the firm, their spouses and
minor children do not hold shares of the Company and that the firm and all its partners are in compliance with International Federation of
Accountants (IFAC) guidelines on code of ethics as adopted by the ICAP.
17. The statutory auditors or the persons associated with them have not been appointed to provide other services except in accordance with
the Act, the Regulations or any other regulatory requirement and the auditors have confirmed that they have observed IFAC guidelines in
this regard.
18. We confirm that all other requirements of the Regulations have been complied with.
ABBAS AKBERALI
Chairman
11 September 2018
Karachi.
ROLE OF
CHAIRMAN OF
THE BOARD
The Chairman is responsible for leadership of
the Board and ensures that the Board plays an
effective role in fulfilling its responsibilities in terms
of formulating and implementing corporate direction
and strategy. He plays a central role in encouraging
effective relationships and communications between
board members especially non-executive directors to
promote constructive debate and effective decision-making.
The Chairman sets the agenda of the Board Meetings and ensures that all written notices
and relevant material, including the agenda, of meetings be circulated amongst the Board
Members prior to the meeting. He maintains highest moral, ethical and professional values
and good governance throughout the Company.
ROLE OF
CHIEF EXECUTIVE
OFFICER
The Chief Executive of the Company is responsible to manage the overall affairs and day to day operations
of the Company and to improve the shareholders’ wealth by way of maximizing the profits of the
Company under the overall directions of the Board.
He develops strategies for implementation of decisions taken by the Board and its Committees.
The CEO ensures that he develops adequate financial and operational plans and attains the
targets set by the Board in the best interest of the Company.
He acts as a direct liaison between the Board and Management of the Company and
communicates to the Board on behalf of Management. He ensures that all strategic
and operational risks are appropriately managed to an acceptable level and that
adequate system of internal controls is in place for all major operational and
financial areas. He is also responsible for highest moral, ethical and
professional values and good governance culture throughout the
organization.
CHAIRMAN’S REVIEW
Dear shareholders,
I take pleasure in presenting you the audited financial statements for the year ended 30 June 2018 and
my review of the performance of your Company. The outgoing financial year 2018 witnessed strong
growth as we delivered record results through decisive operational execution by achieving the highest
ever turnover of Rs.15.5 billion. This has made history at Amreli Steels.
The Company has recorded impressive revenue growth of 16.68 percent and achieved sales volumes of
172,448 metric tons of prime rebars this year. The after tax profit of the Company was recorded at Rs.1.58
billion, which is an impressive increase of 47.6 percent.
The reasons for our success are the passion and commitment of our employees, who, in spite of local and
global economic volatility over the years, have been executing strategies which have enabled the
Company to produce high quality products for our customers’ needs.
The anticipated improvements in the local economy and increase in regional demand are likely to result in a substantial upsurge in the demand for
steel. Pakistan is geared to take maximum benefit from strong steel demand in the foreseeable future. Several factors, such as higher development
spending and CPEC-related investments are propelling the growth of Pakistan’s economy. Upsurge in the demand for steel in the country is arising
from increased spending on infrastructure projects and construction activities.
The Company stands at the forefront of the industry, bringing benefits to our all stakeholders, including our valuable shareholders. We have
consistently prioritized investing back into the business despite the changing external environment. We offer an impressive industry-leader brand
portfolio and are actively investing in state-of-the-art technology and product innovation to ensure that the Company stands on a strong footing
that delivers long-term value creation for its customers. We foresee significant opportunities for growth in Pakistan’s steel industry and in the region
and will continue to prioritize investing in technology and innovation.
I would like to apprise you that a formal and effective mechanism has been put in place in compliance with the requirements of the Companies Act,
2017 and the Code of Corporate Governance Regulations, 2017, to evaluate the overall performance of the Board, its members and sub-committees.
The performance is measured in the context of overall corporate objectives and the governance structure of the Company and has been assessed as
‘Satisfactory’. The core areas of evaluation include:
• A well-developed corporate governance structure and compliance with all applicable statutory and regulatory requirements;
• A membership mix of executive, non-executive and independent directors who have the appropriate level of skills, experience and
capabilities and who add real value to the Board through their expertise, experience and strong value systems;
• Policies and procedures to ensure a professional corporate environment and to maintain high ethical standards;
• Effective discharge of strategic and oversight responsibilities;
• A thorough review of interim and annual financial results and extended guidance to the management;
• Proactive monitoring of financial and operational performance by focusing on key risk areas;
• Adequate and effective internal controls and appropriate measures for safeguarding assets of the Company;
• Delivery of respective roles and responsibilities by the Board’s Audit Committee and the Board’s Human Resource & Remuneration
Committee in an effective manner in pursuit of the approved terms of references, applicable corporate laws, norms and best practices;
• Awareness of the vision, mission, overall corporate values, strategic plans, goals and targets of the management in all major performance
areas;
• Due consideration of the recommendations and advices from the external and internal auditors.
I would like to take this opportunity to acknowledge my appreciation to all Board Members for their value addition, support and continued guidance
in taking the Company to new horizons of success. I would also like to thank you for your support and confidence. We look forward to furthering our
legacy of long-term value creation while improving the lives of our employees and customers and making a visible contribution in developing the
quality infrastructure of our country in particular and the economy in general.
Abbas Akberali
Chairman
11 September 2018
Dear Shareholders,
For Amreli Steels, 2017-2018 proved to be a high-impact year that saw the
Company forge ahead on an impressive growth trajectory. We
successfully commissioned a new state-of-the-art rolling mill at Dhabeji.
The new plant is operational, and with expansion plans already in place,
we are focusing on becoming a 600,000 tons integrated steel company by
March 2019. This is in anticipation of the robust demand for building
material which we are expecting in the future. As things stand, demand
will be driven by infrastructure development, expansion across the retail
chain and strong corporate growth.
As of now, Amreli Steels is investing heavily in developing human capital, which is the primary factor responsible
for our success. We have built a robust infrastructure across all verticals of the company to ensure explosive
growth, backed by strong systems that have been deployed across the organization.
The Company is also proactively supporting its human resources to become knowledge-centric assets with a sense
of ownership and creativity, resulting in a win-win situation for both. We are currently strengthening our
commitment to building new lines of communication throughout the company, to ensure that each function
performs optimally to reach mutual goals.
I am dedicated to ensuring operational excellence and our goal is to see Amreli Steels benchmark itself as one of
the most efficient units in the subcontinent. To this end we continue to acquire the best talent available and also
to reach out globally to the best consultants and technology providers, who can help translate our vision into
reality.
I would like to recognize the efforts of our executive management team for their prudent and insightful leadership
and our employees for their deep level of commitment to the Company. I would also like to thank the government
and all stakeholders for their continued support and our valued customers who have made Amreli Steels their
brand of choice. I look forward to your continued and valuable support in taking the organization to greater and
newer heights in the future and would like to thank you for your confidence in the Company.
Yours sincerely,
Shayan Akberali
Chief Executive Officer
11 September 2018
The directors of the Company present the annual report and the audited financial results of the Company for the year ended 30 June 2018.
a) Male 5
b) Female 2
According to IMF’s April 2018 World Economic Outlook, the global economy has accelerated to 3.8 percent in 2017, up from 3.1 percent in 2016 and
is expected to rise to 3.9 percent in 2018 with tenacious and healthy growth in emerging markets across Asia and Europe. This is believed to be the
fastest global progress since 2011, with growth increasing in more than half of the world’s economies fueled by improved global financing
conditions, revitalization in investment sentiments, accommodative monetary policies and higher commodity prices in Emerging Markets and
Developing Economies (EMDE).
According to the Pakistan Economic Survey 2017-18, growth in EMDE has increased from 4.8 percent in 2017 to 4.9 percent in 2018 and is expected
to increase to 5.1 percent in 2019. The highest growing region among the EMDE is Emerging and Developing Asia, where constant progress of 6.5
percent is expected.
It is widely acknowledged that Pakistan has immense economic potential. According to a report published by PricewaterhouseCoopers in 2017,
Pakistan is expected to become the world’s 20th largest economy by 2030 and the 16th largest by 2050. Several other reputed international
publications such as Bloomberg and the Economist have acknowledged the impressive economic gains Pakistan has made in the last five years.
Pakistan has taken several steps to improve its economic condition and to reduce its macroeconomic vulnerability in recent years. As a result,
economic growth has continued to gain traction, albeit at varying speeds across the sectors, based on the government’s commitment to higher
growth and low inflation. GDP continued to grow above 5 percent in each of the last 2 years, reaching 5.8 percent in the outgoing fiscal year FY2018,
which was the highest in 13 years, mainly supported by major infrastructure projects and low interest rates in the country.
The economy continued to benefit from growth-oriented initiatives including higher development spending, low inflation and CPEC-related
investment. The near term outlook for economic growth is broadly favorable, supported by improved power supply, investment in the China
Pakistan Economic Corridor (CPEC) and strong consumption growth.
Manufacturing sector grew by 6.24 percent (compared to 5.82 percent last year) which is the highest in 11 years. Large scale manufacturing also
registered a growth of 6.13 percent (compared to 5.62 percent last year) which is appreciably higher in the last ten years.
Steel is the backbone of infrastructure development and the demand for steel is presumed to rise in the coming years as global economies improve
their standards of living and lift a large number of people out of poverty. Steel prices remained high across the regions aided by growth in regional
demand, supply side reforms in China and low inventory levels.
As far as global steel demand is concerned, EMDE are likely to lead the global market. Additionally, increasing oil and commodity prices, higher
reconstruction activities, coupled with geopolitical stability will further strengthen steel demand in the MENA region. Greater investments in the
infrastructure sector are expected to lead to healthy development in steel demand in the ASEAN-5 countries.
Pakistan's steel industry has posted high growth, driven mainly by increased public spending on infrastructure projects including roads, bridges,
power plants and surging private construction activities in recent years. According to the PWC report, Pakistan is the third fastest growing economy
among the top 25 economies in terms of purchasing power parity. Pakistan's economic growth is continuing to accelerate amid rising investments
The Company has recorded revenue of Rs.15.50 billion in the outgoing financial year (2017-2018) compared to Rs.13.28 billion in the last financial
year, reflecting an impressive increase of 16.68%. Coupled with the sales of two months production from the new rolling mill at Dhabeji, the
Company was able to achieve its highest sales ever in terms of volume by selling 172,448 metric tons of prime rebars in the market. As a result, the
fourth quarter alone witnessed sales of Rs.4.63 billion. This has brought with it a confidence that the momentum will continue taking the Company’s
sales to newer heights.
All the three plants, the Steel Melt Shop (SMS) at Dhabeji, the Shershah Rolling Mill (SRM) and Dhabeji Rolling Mill (DRM) are producing high quality
billets and rebars. The Company registered an after tax profit of Rs.1.58 billion. Compared to the last financial year, this is an increase in after tax profit
by 47.6 percent.
Financial performance
A comparison of the key fi¬nancial indicators of the Company for the year ended 30 June 2018 with the corresponding year is as under:
Diluted and basic EPS of the Company stands at Rs.5.34 in the financial year 2017-2018 as compared to Rs.3.62 in the last financial year.
During the financial year, the National Tariff Commission of Pakistan (NTCP) levied 19.15% anti-dumping duty on imports of rebars of Chinese origin
for a period of five years. In addition to this, 30% regulatory duty on imported re-bars had already been imposed. Last year, the NTCP also imposed
definitive anti-dumping duty of 24.04% on CC Billets imported from China for a period of five years.
These positive regulatory changes by the government in the form of imposition of regulatory and anti-dumping duties to counter steel dumping
from China will further strengthen the steel sector of Pakistan. . However, the withdrawal or even reduction in these regulatory charges can seriously
hamper the much-needed growth of the entire steel industry in Pakistan.
The Company has successfully commenced commercial operations of the new Dhabeji Rolling Mill (DRM) from 30 April 2018. With this expansion,
the rebar production capacity of the Company has increased from 180,000 tons per annum to 605,000 tons per annum. This new facility will cater to
the country’s growing steel requirements and will enable further economies of scale and cost leadership that will help the Company penetrate steel
markets across the country. Besides commissioning of the new re-rolling mill at Dhabeji, the Company expects to commission the fourth furnace by
the end of January 2019, taking the overall billet manufacturing capacity of the Company from 400,000 metric tons to 600,000 metric tons per
annum, matching the billet and rolling capacities of the Company.
Future Outlook
Pakistan’s economy has been improving every year for the past few years. The growth is likely to remain sustainable. The export sector is expected
do well on the back of rupee depreciation, recovery in global demand, fiscal incentives for exports and ease in power supply. Also the growth in
workers’ remittances is expected to further gather pace, while CPEC will continue to provide impetus to the economy. However, there are a number
of challenges the economy will face due to depleting foreign exchange reserves, a weaker rupee, high fiscal deficit coupled with current account
deficit and the potential water crises in the country, which will continue to pose major downside risks for sustainable growth.
Growing construction activities across the corporate, commercial, residential and infrastructure sectors is expected to remain robust fueling the
growth of steel demand in Pakistan. Moreover, urbanization and continued investment in the real estate sector will lead to the creation of mega
housing and commercial complexes across the country. Finally, strong earnings in the corporate sector in general are driving horizontal and vertical
expansion projects, which ultimately benefit the construction sector.
With the aim of constant long term growth, the Company is striving to use its resources optimally, leading to continuous value creation for the
stakeholders. By expanding its manufacturing facilities, expanding its distribution channels, strengthening its HR function, building an efficient
supply chain function and creating a robust marketing campaign, the Company is heading towards operational excellence to deliver significant
value creation for its stakeholders.
The Board of Directors of the Company are dedicated to maintaining high standards of good corporate governance. The Directors confi¬rm compli-
ance with the Corporate and Financial Reporting Framework of the Securities and Exchange Commission of Pakistan and the Code of Corporate
Governance for the following matters -
(a) The financial statements, prepared by the management of the Company, fairly present its state of affairs, the results of its
operations, cash flows and changes in equity.
(c) Appropriate accounting policies have been consistently applied in preparation of financial statements and accounting estimates
are based on reasonable and prudent judgments.
(d) International Financial Reporting Standards, as applicable in Pakistan, have been duly followed in preparation of financial
statements.
(e) The system of internal control is sound in design and has been effectively implemented and monitored. The process of
monitoring the internal controls will continue as an ongoing process with the objective to further strengthen the controls and
bring improvements in the system.
(f) There are no doubts upon the Company's ability to continue as going concern.
(g) There has been no material departure from the best practices of Corporate Governance, as detailed in the Regulations of the Rule
Book of the Pakistan Stock Exchange Limited.
(h) A summary of key operating and financial data of the Company is annexed.
(i) Information about taxes and levies is given in notes to the accounts.
(j) The Company has an unfunded defined gratuity scheme for all permanent employees who have completed the minimum
qualifying years of service for entitlement of gratuity. The provision for gratuity is made in accordance with the independent
actuarial valuation. The latest actuarial valuation was carried out as of 30 June 2018 using Projected Unit Credit Method. Being
an unfunded gratuity scheme, no investment could have been made and hence the value of investments as at 30 June 2018
stands Nil.
The Board
The Governance at Amreli Steels Ltd is a combination of processes established and executed by the Board of Directors and the management of the
Company, which is reflected in the Company’s structure and how it is managed and led toward achieving its goals as a whole.
The corporate governance structure of the Company is based on statutory and regulatory compliance requirements that are applicable to compa-
nies listed on the Pakistan Stock Exchange Limited and Company’s Articles of Association complemented by several internal procedures. These
procedures include a risk assessment and control system, as well as a system of assurances on compliance with applicable laws, regulations and the
Company’s Code of Conduct.
The Board of Directors of your Company is highly engaged in maintaining long-term and sustainable value creation founded on durable ideologies
of governance. The Board comprises of three Independent Directors, three Non-Executive Directors and one Executive Director.
During the year, seven (7) meetings of the Board of Directors were held. All the meetings were held in Pakistan. The attendance by each director in
the meetings is as follows –
The Board’s Audit Committee (BAC) monitors the Company’s systems of internal control and risk management process periodically, assists the Board
in fulfilling its oversight responsibilities primarily in reviewing regulatory compliance risks and reporting financial and non-financial information to
shareholders.
The BAC reviews and challenges, where necessary, the actions and judgments of management. The BAC has the autonomy to call for information
from management and to consult directly with the external auditors or advisors as considered appropriate. The Chief Financial Officer of the
Company regularly attends the BAC meetings by invitation to present the interim and annual accounts. After each meeting, the Chairman of the
BAC reports to the Board.
During the year, four (4) meetings of the BAC were held. All the meetings were held in Pakistan. The attendance by each director in the BAC meetings
is as follows –
The purpose of the Human Resources & Remuneration Committee (HR&R) is to assist the Board in fulfilling its oversight responsibilities in the field
of Human Resources, their development, succession planning and compensation and to perform all such responsibilities as are assigned to the
HR&R Committee by the Act and the Code of Corporate Governance Regulations.
During the year the HR&R Committee met once. The meeting was held in Pakistan. The CEO of the Company is a member of the Board’s HR&R
Committee. The Head of HR attended the HR&R Committee meeting by invitation. The attendance by each director in the HR&R Committee meeting
is as follows –
* (Leave of absence was granted to the members of the Board who were unable to attend the meetings of Board and its Committees).
Election of Directors
An Extraordinary General meeting of the Company was held on 07 May 2018 at the Auditorium hall of the Institute of Chartered Accountants of
Pakistan Chartered Accountants Avenue, Clifton, Karachi to elect seven Directors as fixed by the Board of Directors of the Company in accordance
with the provisions of Section 159(1) of the Companies Act, 2017 for period of three years commencing from 07 May 2018.
The number of persons who offered themselves to be elected was not more than the number of Directors fixed by the Board of Directors of the
Company under Section 159 (1) of the Companies Act, 2017, therefore all the retiring directors of the Company were re-elected as Directors of the
Company at the said EOGM by the shareholders for period of three years namely –
The Board of Directors, in pursuance to the aforesaid election, re-appointed Mr. Abbas Akberali (Non-Executive Director) as the Chairman of the
Board of Directors and Mr. Shayan Akberali as the Chief Executive Officer of the Company for a term of three years commencing from 07 May 2018.
The performance of the CEO is reviewed against pre-determined operational and strategic goals aligned with the Vision and Mission of the Compa-
ny. The well-defined appraisal system includes the performance of the business, the accomplishment of objectives with reference to profits,
organization building, succession planning and corporate success.
Directors’ Remuneration
The Board of Directors has a formal policy and transparent procedures for remuneration of directors in accordance with the Companies Act, 2017
and Code of Corporate Governance. The remuneration of the Board members is approved by the Board itself. However, in accordance with the Code
of Corporate Governance, it is ensured that no Director takes part in the proceedings of the Board Meetings in deciding his own remuneration. The
Company does not pay remuneration to non-executive directors except fee for attending the meetings. In order to retain the best resource, the
Company’s remuneration policies are structured in line with prevailing industry trends and business practices. The details of the Directors and CEO’s
remuneration are adequately disclosed in respective notes to the Financial Statements.
Directors’ Training
The orientation courses for Directors are arranged by the Board, as and when needed, to apprise them of their duties and responsibilities as
envisaged in the Companies Act, 2017 and the Code of Corporate Governance. The Company ensures that incoming director(s) are provided with
appropriate briefing and orientation material to enable them to get first-hand knowledge on the operations of the Company.
Five directors of the Company have attended the directors’ training conducted either by the Pakistan Institute of Corporate Governance and the
Institute of Chartered Accountants of Pakistan. The remaining two directors will acquire the required directors’ training within the time specified in
the CCG.
With an objective to enlighten and encompass the comprehensive understanding on key changes brought in by newly promulgated Companies
Act, 2017 and Code of Corporate Governance Regulations, 2017, the Company arranged an Orientation Course on 19 January 2018 at Avari Towers,
Karachi. The Presenter of the workshop was Mr. Jawwad Shekha (Senior Partner of M/s. Moore Stephens Shekha & Mufti, Chartered Accountants).
The workshop was attended by most of the Board Members and executives from various function of the Company.
The present auditors, M/s. EY Ford Rhodes, Chartered Accountants are retiring at the conclusion of the annual general meeting being held on 23
October 2018 and offer themselves for re-appointment. The Board, upon recommendations of the Audit Committee, has endorsed the re-appoint-
ment of M/s. EY Ford Rhodes, Chartered Accountants as auditors of the Company for the year ending 30 June 2019.
Internal Audit
The Board has outsourced the internal audit function of the Company to M/s. BDO Ebrahim & Co. (Chartered Accountants) who are considered
suitably qualified and experienced for the purpose and are conversant with the policies and procedures of the Company. The Company also has an
independent Internal Audit function lead by the Head of Internal Audit who functionally reports to the Board’s Audit Committee and administratively
reports to the Chief Executive. The Head of Audit acts as a coordinator between the outsourced firm providing internal audit services and the Board.
The Board’s Audit Committee has conducted its annual review of the affairs and operations of the Company for the year under review and has
presented the same in the form of a “Report of Board’s Audit Committee” which is enclosed in the Annual Report.
During the financial year under review, there has been no material change concerning the nature of business of the Company.
Material changes between Balance Sheet Date and Reporting Date (Subsequent Events)
There have been no material changes since 30 June 2018 to date of the report and the Company has not entered into any commitment during this
period which would have an adverse impact on the financial position of the Company.
Pattern of Shareholding
The Pattern of shareholdings as of 30 June 2018 is enclosed with this Annual Report.
The details of the transaction in shares of the Company by the Directors, Substantial Shareholders, Executives and their spouses’ and minor children,
if any, during the year have been duly and timely communicated to Pakistan Stock Exchange and SECP in accordance with the Code of Corporate
Governance and the Securities Act, 2015.
“Executives mean Chief Executive Officer, Chief Operating Officer (Operations), Chief Operating Officer (Strategy), Chief Financial Officer, Company
Secretary and Head of Internal Audit”.
The Company places high priority on timely communication with its shareholders. The annual and interim financial results are disseminated to all
concerned immediately upon their approval by the Board of Directors as per the compliance requirements.
The Company also has a website (www.amrelisteels.com) which, inter-alia, contains up-to-date information on the Company's activities, ¬financial
reports, notices and announcements.
The Company has a dedicated email ID (i.e. investor-relations@amrelisteels.com) to address the queries of its shareholders which is given priority
and appropriate measures are taken to resolve their grievances.
Safeguarding of Records
The Company has a well-defined system for safeguarding of its assets in an effective manner. The Company puts ample importance on storage and
the safe custody of its financial records. SAP as an ERP system is being used by the Company for recording its financial information. The access to
electronic documentation has been secured through implementation of a comprehensive password protected authorization matrix in SAP-ERP
system. As required by the Companies Act, 2017, records of all circular resolutions and minutes of Board Meetings are maintained in physical form
for at least 10 years and for good in electronic form. Further, records of members’ resolutions and minutes of general meetings are preserved both
physically and in electronic form respectively for 20 years and permanently.
The Company is engaged in manufacturing and selling of steel bars and billets and is one of the largest manufactures of steel reinforcement bars in
Pakistan. The Company’s product portfolio includes high strength deformed bars as per American and British speci¬fications. Amreli Steels is ISO
9001:2008 and PSQCA certified.
The Company has setup an internal audit function within the Organization which operates under the Board approved charter and provides
independent and objective evaluations and reports directly to the Audit Committee on the effectiveness of risk management and control processes.
The identified risks and the respective control measures in terms of preventive, detective and corrective activities are regularly monitored and
reported in a timely manner.
The Company has also formulated policies and procedures which are considered a vital part of the Company’s risk governance framework which
determines risks and develops strategies to mitigate those risks. A detailed description on risk and uncertainties is presented in the “Risk Manage-
ment Report”, which is part of this annual report.
The External Auditors of the Company have provided clean opinion on the state and affairs of the Company and the same is enclosed in this annual
report; as such there has been no modification in the Auditors’ Report for the year under review.
Holding Company
The Company does not have any parent company nor a subsidiary company.
Payment Methodology
The Company strongly believes in timely payments of its debts to all its stakeholders and has not defaulted on any payment during the outgoing
financial year.
The Board acknowledges its responsibility towards the implementation of an effective internal control environment throughout the organization.
Your Company has set up an efficient and effective internal audit function which rigorously monitors the control environment of the Company. A
comprehensive report on internal controls of the Company is presented in this annual.
The Company’s comprehensive Business Continuity Plan (BCP) is in place which includes activities required to keep the organization running during
a period of displacement or interruption of normal operations. The report on BCP is enclosed in this annual report.
The Company has an unfunded defi¬ned gratuity scheme for all permanent employees who have completed the minimum qualifying years of
service for entitlement of gratuity. The provision for gratuity is made in accordance with the independent actuarial valuation. The latest actuarial
valuation was carried out on 30 June 2018 using Projected Unit Credit Method.
Contribution to the community has been at the core of Amreli Steels since its inception and the Company strongly believes in improving the
standards of living of its employees and the community at large. A comprehensive report on CSR Activities of the Company is part of this annual
report with the caption of “Corporate Social Responsibility”.
The Company is committed to developing, promoting and achieving the highest standards of Health, Safety and Environment (HSE) with the aim to
safeguard the good fortune of the people who work with us as well as of the societies where we operate. The Policy on HSE is also a part of this
annual report.
The Board of Directors of the Company is committed to the principles of good Corporate Governance. The corporate governance practice of the
Company is based on statutory and regulatory compliance requirements that are applicable to companies listed on the Pakistan Stock Exchange
Limited and Company’s Articles of Association complemented by several internal procedures. The Board is responsible for governing the organiza-
tion by setting strategies and objectives of the Company. The management is required to adopt and formulate policies and guidelines for achieving
the said goals and objectives.
The Company contributed Rs.2.88 billion (FY 2017: Rs.2.303 billion) towards the National Exchequer on account of various government levies, taxes
and import duties in the year under review. Payment of these taxes is 82% more than the net profi¬t after tax of the Company and up by 25% as
against last year which shows the Company's positive attitude towards economic development as a good responsible corporate citizen.
Code of Conduct
The Code of Conduct of the Company defines what we stand for and believe in, documenting the uncompromisingly high ethical standards our
Company has upheld since its foundation. Strong business ethics forms the basis for all of our relationships with employees, customers, competitors,
suppliers and colleagues. It is a fundamental policy of the Company to conduct its business with honesty, integrity and in accordance with the
highest ethical and legal standards.
Operating and financial data and key ratios of the Company for the last six years are annexed to this annual report.
Acknowledgement
The Board would like to take this opportunity to extend sincere gratitude to all valued shareholders of the Company for their confidence and
support. The Board will remain proud stewards of your investment and focus on delivering continued value. The Board would also like to thank all
other stakeholders, including our valued customers, financial institutions and suppliers who have been associated with us.
The Board would like to acknowledge the tireless efforts of the executive management in steering the Company into a new era of challenges. It also
recognizes the dedication and the energetic efforts of all the employees of the Company.
13,283,811,229 15,500,542,721
7,357,725 22,543,009
(8,720,208,965) (9,913,345,139)
4,570,959,989 5,609,740,591
524,626,760 766,146,445
2,399,386,389 2,355,483,072
251,583,475 476,323,111
321,310,661 426,551,302
594,022,854 653,425,139
480,029,850 931,811,522
4,570,959,989 5,609,740,591
Dear Shareholders,
As Chairman of the Board Audit Committee, I am pleased to present annual audit committee report which provides an insight into the work,
issues handled and focus of the Board Audit Committee’s deliberations during the financial year 2017-18. The Audit Committee assists the
Board in fulfilling its oversight responsibilities in areas such as the integrity of financial reporting, the effectiveness of the risk management,
internal control system, related compliance and governance matters. The Audit Committee is also responsible for making recommendation to
the Board on the appointment or re-appointment of the external auditors of the Company.
The Audit Committee has concluded its annual review of the conduct and operations of the Company for the year ended 30 June 2018 and
reports that:
1. The Company has adhered in full, without any material departure, with both the mandatory and voluntary provisions of the
listing regulations of the Pakistan Stock Exchange, Code of Corporate Governance, the Company’s Code of Conduct and Values
and the international best practices of governance throughout the year;
2. The Company has issued a “Statement of Compliance with the Code of Corporate Governance” which has also been reviewed
and certified by the External Auditors of the Company;
3. The Company's Code of Conduct has been disseminated and placed on Company's website;
4. The Audit Committee reviewed quarterly, half-yearly and annual financial statements of the Company and recommended for
approval of the Board of Directors. It has also reviewed preliminary announcements of results prior to publication and the
internal audit reports.
5. Appropriate accounting policies have been consistently applied except for the changes, if any, which have been appropriately
disclosed in the financial statements. Applicable International Financial Reporting Standards were followed in the preparation of
financial statements of the Company on a going concern basis for the financial year ended 30 June 2018, which present fairly the
state of affairs, results of operations, cash flows and changes in equity of the Company for the year under review.
6. Accounting estimates are based on reasonable and prudent judgment. Proper and adequate accounting records have been
maintained by the Company. The financial statements have been prepared in accordance with the approved accounting and
reporting standards as applicable in Pakistan and the requirements of the Companies Act, 2017.
7. All direct or indirect trading and holdings of Company’s shares by Directors & executives or their spouses were notified in writing
to the Company Secretary along with the price, number of shares, form of share certificates and nature of transaction which were
notified by the Company Secretary to the Board within the stipulated time. All such transactions have been disclosed in the
Pattern of Shareholdings.
8. The Chief Executive Officer and the Chief Financial Officer have endorsed the financial statements of the Company. They
acknowledge their responsibility for true and fair presentation of the Company's financial statements, accuracy of reporting,
compliance with regulations and applicable accounting standards and establishment and maintenance of internal controls and
systems of the Company.
9. The Audit Committee has reviewed the related party transactions and recommended the same for approval of the Board of
Directors.
10. Closed periods were duly determined and announced by the Company, precluding the Directors, the CEO and Executives of the
Company from dealing in Company’s shares, prior to each Board meeting involving announcement of interim/final results,
distribution of dividend to the shareholders or communication of any other business decision, which could materially affect the
market share price of the Company.
11. The statutory and regulatory obligations and requirements of best practices of governance have been met.
12. The system of internal control employed by the company to financial and risk management is effective, efficient and
transparent.
Internal Audit
The Board has effectively implemented the internal control framework through an in-house Internal Audit function which is independent of the
External Audit function. The Company's system of internal controls is sound in design and has been continually evaluated for effectiveness and
adequacy.
The Board Audit Committee has ensured the achievement of operational, compliance and financial reporting objectives, safeguarding of the
assets of the Company and the shareholders wealth through effective operational, compliance and financial controls and risk management at
all levels within the Company.
The Board has outsourced the Internal Audit function of the Company to M/s BDO Ebrahim & Co. (Chartered Accountants) who are considered
suitably qualified and experienced for the purpose and are conversant with the policies and procedures of the Company. The Internal Audit
Department carried out independent audits in accordance with an internal audit plan which was approved by the Board Audit Committee.
Further, the Board Audit Committee has reviewed material Internal Audit findings and management's response thereto, taking appropriate
action by bringing the matters to the Board’s attention where required.
The head of internal audit has direct access to the Chairman of the Audit Committee and the Committee has ensured staffing of personnel with
sufficient internal audit acumen and that the function has all necessary access to management and the right to seek information and
explanations. The Head of Audit acts as a coordinator between the outsourced firm providing internal audit services and the Board.
Coordination between the external and internal auditors was facilitated to ensure efficiency and contribution to the Company's objectives,
including a reliable financial reporting system and compliance with laws and regulations.
External Auditors
On 24 August 2017, the Audit Committee fulfilled its responsibility by recommending the re-appointment of external auditors for the year
ended 30 June 2018. The Shareholders accepted the recommendation in Annual General Meeting held on 25 October 2017 and appointed EY
Ford Rhodes, Chartered Accountants as external auditors for the year ended 30 June 2018. The statutory auditors of the Company, M/s. EY Ford
Rhodes., Chartered Accountants, have completed their audit of the Company’s financial statements and the review of Statement of Compliance
with the Code of Corporate Governance of the Company for the financial year ended 30 June 2018 and shall retire on the conclusion of the 34th
Annual General Meeting.
The Board Audit Committee has reviewed and discussed audit observations with the external auditors. The final Management Letter is required
to be submitted within 45 days of the date of the Auditors’ Report on the financial statements under the listing regulations and shall therefore,
accordingly be discussed in the upcoming Board Audit Committee meeting.
The Audit firm has been given a satisfactory rating under the Quality Control Review Program of the Institute of Chartered Accountants of
Pakistan (ICAP) and the firm is fully compliant with the International Federation of Accountants (IFAC) Guideline on Code of Ethics, as adopted
by ICAP. The auditors have indicated their willingness to continue as external auditors for the year ending 30 June 2019.
CODE OF CONDUCT
INTRODUCTION
The Code of Conduct of the Company defines what we stand for and believe in, documenting the uncompromisingly high ethical standards our
Company has upheld since it was founded.
Strong business ethics should form the basis for all of our relationships with employees, customers, competitors, suppliers and colleagues. It is a
fundamental policy of the Company to conduct its business with honesty, integrity and in accordance with the highest ethical and legal standards.
Here we clearly state our business principles and show their impact on everyone involved with the company; from the Board, management and
employees, to the consumers, suppliers and business partners. These principles highlight our responsibility to:
maintain and help the Company in maintaining the highest degree of Corporate Governance practices;
conduct our business activities with the highest principles of honesty, integrity, truthfulness and honor;
conduct all business activities strictly on an arm’s length business basis;
promote ethical business practices;
respect the environment and communities in which we operate;
assure equal employment opportunities;
value diversity in the workplace;
provide healthy and safe working environments;
respect human rights and trade ethically;
act in utmost good faith and exercise due care, diligence and integrity in performing the office duties;
comply both in letter and in spirit with all applicable laws and regulations;
ensure that all business transactions are recorded in true, fair and timely fashion in accordance with the accounting and financial reporting
standards, as applicable to the Company;
refrain from involvement in any other similar business which consumes their time, efforts and energy without disclosure and approval of
Company’s management;
ensure that company personnel protect the Company’s assets and properties including physical assets, information and intellectual rights
and not use the same for their personal gain;
maintain confidentiality of information entrusted by the Company or acquired during performance of their duties and shall not use it for
personal gain or advantage;
avoid providing any information either formally or informally, to the press or any other publicity media or any other person whosoever,
unless specifically authorized;
avoid utilization of bribery or corruption in conducting the Company’s business;
avoid receiving any gift, payments or favor in whatsoever form from Company's business associates, which can be perceived as being given
to gain favor or dealing with the Company and shall ensure that the Company's interests are never compromised;
ensure that Company personnel abide by all job descriptions, contracts, agreements, terms of reference, standard operating procedures, and
directives duly approved and enforced by the Company.
1. Applicability
The Code applies to the following (collectively termed as “Company Personnel” for the purposes of this Code):
The Company and its personnel are bound by the law. Compliance with all applicable laws and regulations must never be compromised.
Additionally Company personnel shall adhere to internal rules and regulations as they apply in a given situation. Those internal rules are specific to
the Company and may go beyond what is required by the law.
Any breach of the Code, Terms of Appointment, Company’s polices, Rules and Regulations or any acts of misconduct and fraud or embezzlement
will be viewed seriously and may invite disciplinary action, including the termination of employment and criminal prosecution, if required. For the
said purpose, all Company’s polices and rules will also be deemed to be an integral part of this Code.
4. Conflicts of Interest:
The Company expects that all personnel will perform their duties conscientiously, honestly, and in accordance with the best interests of the
Company. The Company personnel must not use their positions or the knowledge gained as a result of their positions for private or personal
advantage.
Regardless of the circumstances, if directors/employees sense that a course of action they have pursued, or are presently pursuing, or are
contemplating pursuing may involve them in a conflict of interest with their employer, they should immediately communicate all the facts to their
supervisor or to the Board as the case may be.
5. Company Policies
The Company maintains specific policies applicable to its personnel. All Company personnel must become and remain familiar with all applicable
Company policies and abide by them as they may change from time to time, which will also be communicated by HR department accordingly.
6. Work Environment
The policy of the Company is to provide a working environment free of discrimination and harassment in which individuals are accorded equality of
employment opportunity based upon merit and ability.
Discriminatory practices based on race, sex, color, national or ethnic origin, religion, marital status, family status, age or disability will not be
tolerated.
It is not a discriminatory practice to make a distinction between persons based on bona fide occupational requirements. Since bona fide
occupational requirements are narrowly defined, such distinctions should not be undertaken without first obtaining express authorization from the
relevant management level.
We have a long tradition of encouraging direct, two-way involvement of communication with employees. This is in order to obtain the fullest
participation of everyone's energy and views and we believe is best promoted within the local workplace through locally-based information and
consultation procedures.
All Company personnel are expected to contribute to the success of the Company by performing their responsibilities as required and conduct
themselves in a professional manner consistent with the Company’s business philosophy, values and standards of business conduct. Employees’
honesty and integrity are essential to ethical business practices.
9. Confidentiality
Confidential business information must not be shared with others outside the company or used for the personal gain of oneself or others. Company
personnel, their family and close acquaintances should not buy or sell company shares if they have material information that has not been made
public and could affect the share price.
We expect the company personnel to keep all information confidential. This might include plans to buy or sell business, product formulation,
manufacturing processes, advertising, marketing plans, concepts, research and development, suppliers, customers, financial information, personnel
and employment matters, and other information which is not generally known to the public.
The company personnel shall not use for their own financial gain or disclose for the use of others, inside information obtained as a result of their
position within the company.
The company personnel may find themselves in violation of the applicable securities laws if they misuse information not generally known to the
public and either trade or induce others to trade in the stock of the company or in the stock of another company.
Specific confidential information would include financial information, information concerning acquisitions or dispositions of properties and
proposed acquisition or mergers with other companies.
In case of this breach of confidentiality the Company may be subjected to regulatory penalties and therefore, to prevent and address such instances,
it may consider disciplinary and legal recourse.
The Company neither supports political parties nor contributes to the funds of groups whose activities are calculated to promote party interests. No
contributions to a political candidate or public official with the funds or assets or in the name of the Company are allowed, including direct or
indirect contributions or payments made through third parties such as suppliers or customers. The company personnel shall ensure their
non-indulgence or any appearance for any political activities.
We recognize the importance of health and safety within our business. We seek to provide a healthy, safe and clean working environment in line
with local laws, regulations and industrial practice. We measure, appraise and report performance, as part of our commitment to the health and
safety of our employees, contractors and everyone who works on or visits our sites.
We should take such steps as are reasonably practicable, to ensure that they meet our health and safety objectives. These are -
To provide and maintain safe and healthy working places and systems of work in order to protect all company personnel and others,
including visitors and the public, in so far as they come into contact with foreseeable work hazards.
To provide and maintain a safe and healthy working environment for all Company personnel, taking into account individuals'
needs and abilities.
To develop safety awareness amongst all Company personnel to enable them to take reasonable care for their own health and safety and of
other people who may be affected by their acts or omissions.
13. Consumers
We are committed to providing consumers with high-quality, wholesome products which are marketed truthfully, labeled clearly, and, as a
minimum, meet domestic and global quality and safety regulations.
14. Suppliers
The Company is confident that its suppliers desire to operate in an environment that is free from influence due to unethical business practices.
Therefore, suppliers are expected to conduct business in a manner that would not, in any way, compromise the ethical principles adopted by the
Company. To ensure this, the Company may convey its ethics requirements to its suppliers directly and also hold trainings and orientations for this
purpose.
We are committed to free and open competition. We compete in the market vigorously, but in an honest manner. Our efforts in the marketplace
shall be conducted in a fair and ethical manner in strict compliance with applicable competition and trade practice laws and regulations.
Under no circumstances shall any company personnel be a party to any collusion or concerted effort of any type involving any competitor vendor,
supplier, customer or other party, which is in restraint of trade or violation of laws and regulations designed to foster competition. Because laws
relating to competition are complex, company personnel should refer matters about what they are in doubt to their superior or should seek the
advice of the company’s counsel or the Board, if so dictated by the significance of the uncertainty.
It is the obligation of every employee to be a responsible employee; that is, to be honest, trustworthy, conscientious, and dedicated to the highest
standards of ethical business practices. The company personnel have a legal, moral and ethical responsibility to report to the Company, or the
appropriate authorities, any known or suspected violations of law, regulations, or corporate policy.
The company personnel representing the Company to third parties shall not allow themselves to be placed in a position in which an actual or
apparent conflict of interest exists. Such conflict of interest may arise, or appear to arise, by reason of the employees ' acceptance of gratuities, favors
or other valuable benefits which could improperly influence or reasonably be interpreted as improperly influencing sound business decisions.
The Company personnel should remember that they are a reflection on the Company and are constantly being judged or otherwise appraised by
everyone they come in contact with. All Company Personnel should conduct themselves with the highest degree of integrity and professionalism
in the workplace or any other location while on Company business.
The company personnel shall be careful while dealing with personal or business associates and not disclose, divulge or provide any information
regarding the company to anyone except where the same is used as a part of his/ her official obligations and as required for official purpose and shall
abide by the Closed period announced by the company from time to time and also sign a Non- Disclosure Agreement if the need arises.
All company personnel should avoid any kind of bribery, extortion and all other forms of corruption.
The company personnel should always be cognizant of the need to adhere strictly to all safety policies and regulations.
Any legally prohibited or controlled substances if found in the possession of any company personnel will be confiscated and where appropriate,
turned over to the authorities.
All books, records, accounts and statements should conform to generally accepted and applicable accounting principles and to all applicable laws
and regulations and should be maintained accurately.
Company personnel are expected to sign only documents or records which they believe to be accurate and truthful.
Employees are responsible for the proper use, protection and maintaining of company assets including intellectual property (e.g. patents,
trademarks and designs). Company assets may only be used in relation to the Company’s business.
We recognize our responsibilities as a member of the communities in which we operate and commit resources to support community and social
investment through national or locally targeted programs in partnership with others. We will also encourage and support employee efforts to be
involved in and provide leadership in the educational and social fabric of the communities in which they live.
The company personnel shall treat the protection of the environment as an integral factor in all decision making. The Company is committed to the
protection of the environment. To comply with this commitment, the company’s policy is to meet or exceed all applicable governmental
requirements. Employees must report to their superior all circumstances in which toxic substances are spilled or released into the environment.
Violations of environmental laws, even if unintentional, can carry severe penalties, and could result in the prosecution of the company or the
employees involved or both. Failure to comply with the company’s instructions for the protection of the environment may result in disciplinary
actions.
22. MISCELLANEOUS
All company personnel are required to comply with this code of conduct and are personally responsible for doing so. The company personnel must
comply with any rules set out in this code of conduct. Breach of any principle within the code may result in disciplinary action and a serious breach
– such as if any employee is found to be in wanton abuse of the code and their action cause reputational risk or damage or financial loss to the
business – may amount to gross misconduct which may result in summary dismissal. Further, the company reserves the right to seek redress and
damages from such individuals.
ENDORSEMENT
As required by the Listing Regulations, every person to whom this Code applies shall endorse the Code of the Company. The Company's reputation
and its actions as a legal entity depend on the conduct of the company personnel. Accordingly, each employee must commit to act according to the
highest ethical standards and to know and abide by applicable laws. The Code will be enforced at all levels in the Organization fairly and with no
exception.
WHISTLEBLOWING POLICY
The Policy applies to all employees, management and the Board and extends to
every individual associated with the Company including contractors, suppliers,
business partners and the shareholders who are encouraged to report serious
concerns that could have a significant impact on the Organization, such as:
Open and candid communication is an important part of our culture. All concerns are to be made in writing to
ensure a clear understanding of the issues being raised. Whistleblowers may report their concerns through the
following methods:
E-mail – whistleblowing@amrelisteels.com,
which shall only be accessible to the Whistleblowing Unit
Mail – Captioned ‘Whistleblowing Unit’ – Registered Office, A-18, S.I.T.E. Karachi.
The Whistleblowing Unit shall comprise of the CEO and such other senior officials of the
Company nominated by the Board of Directors.
Financial Position
Amount in Million
(Re-Stated)(Re-Stated) (Re-Stated)
2018 2017 2016 2015 2014 2013
Assets Employed
Property, Plant And Equipment 15,529 12,253 8,442 7,504 7,566 7,779
Intangible Assets 28 20 27 24 - 1
Long Term Investments 15 15 15 15 15 -
Long Term Deposit 136 129 131 130 133 218
Current Assets 10,935 5,791 8,150 4,589 3,411 3,803
Total Assets 26,643 18,209 16,765 12,262 11,126 11,800
Financed By
Shareholders' Equity 12,880 11,146 10,690 5,871 4,839 4,609
Long-term Liabilities
Long Term Finance 2,204 712 525 1,150 2,049 1,584
Current Portion Of Long Term Finance 775 310 484 952 550 493
2,980 1,022 1,008 2,102 2,599 2,077
Non-current And Deferred Liabilites 1,162 1,222 1,212 1,005 932 1,050
Amount in Million
(Re-Stated)
2018 2017 2016 2015 2014 2013
Operations
Turnover 15,501 13,284 12,400 14,414 11,962 10,622
Gross Profit 2,758 2,468 2,792 2,493 1,373 1,161
Operating Profit 1,871 1,697 2,085 1,940 1,008 826
EBITDA 2,305 2,025 2,437 2,233 1,304 1,253
Profit Before Tax 1,394 1,445 1,749 1,272 377 174
Profit After Tax 1,585 1,074 1,279 1,011 249 121
Total Comprehensive Income 2,328 1,050 1,288 1,003 260 105
Capital Expenditures (Addition During The Year) 2,916 4,133 1,292 192 123 167
EPS 5.34 3.62 4.81 4.54 1.12 0.54
Vertical Analysis
2018 2017 2016 2015 2014 2013
Balance Sheet (Re-Stated) (Re-Stated) (Re-Stated)
Audited Audited Audited Audited Audited Audited
ASSETS
Non-Current Assets
Property, Plant, Equipment & Other Assets 58.28% 67.29% 50.35% 61.20% 68.00% 65.92%
Intangibles 0.10% 0.11% 0.16% 0.20% 0.00% 0.01%
Long Term Investment 0.06% 0.08% 0.09% 0.12% 0.14% 0.00%
Long Term Deposits 0.51% 0.71% 0.78% 1.06% 1.19% 1.84%
58.96% 68.20% 51.39% 62.58% 69.34% 67.77%
Current Assets
Stores & Spares 3.26% 3.40% 3.58% 4.12% 4.00% 3.35%
Stock In Trade 28.00% 18.70% 26.30% 18.55% 14.07% 17.40%
Trade Debts 6.71% 7.99% 12.35% 9.44% 8.36% 4.84%
Loan & Advances 0.09% 0.12% 0.75% 1.11% 1.39% 1.14%
Other Receivables 0.85% 0.97% 2.55% 2.72% 1.04% 3.38%
Short Term Investment 0.00% 0.00% 1.79% 0.00% 0.00% 0.00%
Trade Deposits & Short Term Prepayments 0.17% 0.24% 0.29% 0.00% 0.00% 0.26%
Tax Refund Due From Government 1.48% 0.00% 0.51% 0.83% 1.23% 1.19%
Cash And Bank Balances 0.49% 0.38% 0.48% 0.65% 0.57% 0.66%
41.04% 31.80% 48.61% 37.42% 30.66% 32.23%
TOTAL ASSETS 100.00% 100.00% 100.00% 100.00% 100.00% 100.00%
Horizontal Analysis
2018 2017 2016 2015 2014 2013
Balance Sheet vs vs vs vs vs vs
2017 2016 2015 2014 2013 2012
ASSETS
Non-current Assets
Property, Plant, Equipment & Other Assets 26.73% 45.15% 12.49% -0.82% -2.73% -1.86%
Intangibles 36.70% -23.71% 9.85% 5955.97% -44.70% -30.96%
Long Term Deposits 4.81% -1.54% 1.21% -2.35% -38.88% 3.55%
26.49% 44.15% 12.27% -0.54% -3.53% -1.74%
Current Assets
Stores & Spares 40.46% 3.22% 18.74% 13.57% 12.44% 17.15%
Stock In Trade 119.11% -22.81% 93.86% 45.32% -23.77% 24.37%
Trade Debts 22.85% -29.72% 78.79% 24.53% 62.69% 50.72%
Loans & Advances 5.21% -82.31% -7.72% -11.70% 14.22% 18.72%
Other Receivables 28.69% -58.75% 28.35% 186.94% -70.84% 175.23%
Short Term Investment 0.00% -100.00% 0.00% 0.00% 0.00% 0.00%
Trade Deposits & Short Term Prepayments 0.65% -10.10% 0.00% 0.00% -100.00% 0.00%
Tax Refund Due From Government 0.00% -100.00% -14.76% -26.35% -2.13% 96.20%
Cash And Bank Balances 88.44% -14.26% 1.76% 25.61% -18.07% 113.63%
88.84% -28.95% 77.62% 34.51% -10.30% 39.08%
TOTAL ASSETS 46.32% 8.61% 36.72% 10.21% -5.71% 8.53%
Vertical Analysis
Horizontal Analysis
2018 2017 2016 2015 2014 2013
Profit or Loss vs vs vs vs vs vs
2017 2016 2015 2014 2013 2012
Veritical Analysis
2018 2017 2016 2015 2014 2013
Cash Flow (Re-Stated)
Audited Audited Audited Audited Audited Audited
Net Cash Generated from / (used in) Operating Activities -3607% -1171% -328% 6702% -12342% -185%
Net Cash Generated from / (used in) Investing Activities -4753% 1327% -429% -1266% 688% -459%
Net Cash Generated from / (used in) Financing Activities -8459% -55% 857% -5336% 11754% 743%
Increase / (Decrease) in Cash and Cash Equivalents 100% 100% 100% 100% 100% 100%
Horizontal Analysis
2018 2017 2016 2015 2014 2013
Cash Flow Vs Vs Vs Vs Vs Vs
2017 2016 2015 2014 2013 2012
Net Cash Generated from / (used in) Operating Activities -161% -470% -191% -37% -2371% -74%
Net Cash Generated from / (used in) Investing Activities -29% 220% 528% 114% -49% -74%
Net Cash Generated from / (used in) Financing Activities 2924% -93% -398% -47% -637% -71%
Increase / (Decrease) in Cash and Cash Equivalents -120% -203% 1755% -216% -134% 120%
OPERATIONAL HIGHLIGHTS
Financial Ratios
UoM 2018 2017 2016 2015 2014 2013
Profitability Ratios
Gross Profit Ratio Percentage 17.80% 18.58% 22.52% 17.30% 11.47% 10.93%
Net Profit To Sales Ratio Percentage 15.02% 7.90% 10.39% 6.96% 2.17% 0.99%
Return On Equity Percentage 12.31% 9.64% 11.96% 17.22% 5.15% 2.63%
Return On Capital Employed Percentage 11.77% 9.31% 14.02% 14.54% 3.81% 1.91%
Operating Leverage Percentage 61.40% -261.07% -53.58% 450.67% 175.13% 31.25%
EBITDA Margin To Sales Percentage 14.87% 15.24% 19.65% 15.49% 10.90% 11.79%
Liquidity Ratios
EPS - Basic & Diluted Rupees 5.34 3.62 4.81 4.54 1.12 0.54
P/E Ratio Times 13.21 31.20 9.78 ------------------- N/A --------------
Dividend Yield Ratio Percent 3.12% 1.77% 4.25% ------------------- N/A --------------
Dividend Payout Ratio Percent 41.20% 55.25% 41.58% ------------------- N/A --------------
Dividend Coverage Ratio Times 2.43 1.81 2.41 ------------------- N/A --------------
Cash Dividend Per Share Rupees 2.20 2.00 2.00 ------------------- N/A --------------
Stock Dividend Per Share Percent - - - - - -
Market Value Per Share
- Year End Rupees 70.55 112.95 47.02 ------------------- N/A --------------
- Highest Rupees 119.48 137.97 78.20 ------------------- N/A --------------
- Lowest Rupees 64.34 46.90 42.65 ------------------- N/A --------------
Break Value Per Share With Surplus On Revaluation Rupees 43.37 37.53 35.99 20.39 19.02 19.51
Break Value Per Share Without Surplus On Revaluation Rupees 35.17 31.62 29.83 13.73 11.32 10.77
Debt / Equity Ratio Times 0.17 : 1 0.06 : 1 0.05 : 1 0.20 : 1 0.42 : 1 0.34 : 1
Weighted Average Cost Of Debt Percentage 5.57% 5.13% 7.24% 13.00% 11.41% 11.14%
Financial Leverage Ratio Times 0.23 : 1 0.09 : 1 0.09 : 1 0.36 : 1 0.54 : 1 0.45 : 1
Debt Service Ratio Times 2.93 : 1 2.75 : 1 1.89 : 1 1.76 : 1 1.06 : 1 1.16 : 1
Interest Cover Times 3.93 6.74 6.21 2.90 1.60 1.27
GRAPHICAL PRESENTATION
Sales
15,501
16,000 14,414
13,284
14,000 12,400 11,962
12,000 10,622
Rs in Millions
10,000
8,000
6,000
4,000
2,000
-
2018 2017 2016 2015 2014 2013
2,792
3,000 2,785
2,468 2,493
2,500
Rupees in Millions
2,000
2,085 1,373
1,871 1,940 1,161
1,500 1,697
1,000
1,008
500 826
-
2018 2017 2016 2015 2014 2013
GRAPHICAL PRESENTATION
2,000 1,749
1,800 1,585
1,445
1,600
1,272
1,400
Rupees in Millions
1,394
1,200
1,279
1,000
800 1,074
1,011
600 377
400 174
200
249
121
-
2018 2017 2016 2015 2014 2013
15,707
16,000
14,000 12,418
Rupees in Millions
12,000
10,000 8,615
7,674 7,715 7,997
8,000
6,000
3,367 2,980
4,000 2,155 2,634
1,934 1,736
2,000
-
2018 2017 2016 2015 2014 2013
GRAPHICAL PRESENTATION
Application of Revenue
10%
-1%
1%
3%
Cost Of Sales
5%
Admin & Distribution Cost
Finance Cost
Taxation
Net Income
82%
58.0%
2.4%
3.4%
Raw Material
3.0% Fuel, Power & Water
26.1%
GRAPHICAL PRESENTATION
2.00
1.80
1.60
1.40
1.20
Times
1.00
0.80
0.60
0.40
0.20
-
2018 2017 2016 2015 2014 2013
Current Ratio Quick Ratio
14,000
12,000
10,000
Rupees in Million
8,000
6,000
4,000
2,000
-
2018 2017 2016 2015 2014 2013
Equity Long Term Debt
GRAPHICAL PRESENTATION
Production of Re-Bars
200,000
182,741
180,000 169,411
158,206
160,000 148,988 148,275
Quantities in Metric tons
138,551
140,000
120,000
100,000
80,000
60,000
40,000
20,000
-
2018 2017 2016 2015 2014 2013
Production of Billets
200,000 186,471
168,852 173,738
180,000 163,778
157,214 151,272
160,000
Quantities in Metric tons
140,000
120,000
100,000
80,000
60,000
40,000
20,000
-
2018 2017 2016 2015 2014 2013
Wealth Generated
Wealth Distributed
To Employees:
Salaries, wages and other benefits 766,146 14% 524,627 11%
To Government:
Duties and taxes 2,355,484 42% 2,399,386 52%
To Providers of capital:
Charges and markup 476,323 8% 251,583 6%
To Shareholders:
Dividend 653,425 12% 594,023 13%
To Company:
Retained profit 931,812 16% 480,030 11%
5,609,741 4,570,960
2018 2017
12% 13%
8% 7%
42% 52%
8% 6%
The operating profit of the company increased by 12% as compared to The operating profit and net profit also increased by 20% and 28%
corresponding quarter due to increase in sales of company's own respectively as compared to the same quarter last year, mainly due to
manufactured re-bars and decrease in distribution cost. However, net profitincrease in sales price and decrease in provision for taxation in 2nd quarter
decreased due to increase in provision for taxation in the current quarter. of reporting year.
There is an overall decline in quantities produced and sold in the first quarter.Sales in terms of quantities remained stagnant in this quarter, however,
The sales of company's own manufactured re-bars reduced by 3,335 metric production of billets and re-bars increased by 8,008 and 5,128 metric tons
tons as compared to the corresponding quarter. respectively when compared to same corresponding quarter last year.
Variation in Results
FIRST QUARTER SECOND QUARTER THIRD QUARTER FOURTH QUARTER
40%
28%
48%
131%
20%
12% 41%
14%
10% 29% 47%
6%
-16%
-16% -34%
-13%
Third Quarter: Sales grew by 29% when compared to the corresponding Fourth Quarter: The company's sales increased by 47% in the fourth
quarter last year. The gross profit also increased by 41% in the third quarter;quarter when compared to the corresponding quarter last year. The gross
the reason for the increase was the retention of sales price, strict cost control profit decreased by 16% in current quarter. The reason for decrease in gross
and increase in sales quantities. profit is the GIDC provision amounting to Rs. 189 million made in fourth
quarter of current year.
The operating profit and net profit increased by 48% and 40% in the third
quarter when compared to the corresponding quarter last year which was The operating profit decreased by 34% in the fourth quarter when compared
again due to the increase in sales and gross profit. to the corresponding quarter last year; the prime reason for decrease was
the increase in distribution cost.
The sales quantities increased by 3,924 metric tons in this quarter when
compared to corresponding quarter last year. However, production of billetsThe net profit registered an increase of 131% in the fourth quarter when
and re-bars remained in line with increase in sales. compared to the corresponding quarter last year which is mainly due to
availing of tax credit in relation to investment made in new rolling mill at
Dhabeji.
2,000
stability in the country provided an imputes for the
increase in demand of re-bars as witnessed by
1,000
increase in sales quantities by 5.5% when compared
to the quantities sold in last year.
1ST QUARTER 2ND QUARTER 3RD QUARTER 4TH QUARTER
The gross profit increased during the first three 1,200 GROSS PROFIT
981
quarters from 19% to 21% but reduced in the fourth 1,000
Rupees in Millions
OPERATING PROFIT
800 729
700
600
Rupees in Millions
Net profit margin also followed the rising trend NET PROFIT
resulting in an increase from 7% in first quarter to 700
588
600
13% in the fourth quarter. The net profit after tax
Rupees in Millions
500 473
for the year helped by tax credit, witnessed an
400 329
increase of Rs. 511.18 million giving an increase of
300
196
48% when compared to last year. This improved 200
bottom line generated an EPS of 5.34 which is 1.72 100
DUPONT ANALYSIS
Sales
Rs. 15,500 M
Net Profit
Rs. 1,585 M
Net Profit
Total Cost Margin
Rs. 13,915 M 10%
Sales Return
Rs. 15,500 M x on Assets
6%
Current Assets Asset
Rs. 10,936 M Turnover
0.58 Times
Return
Total Assets on Equity
Rs. 26,643 M 12%
Owner's
Equity
Non- Rs. 12,880 M
Current Assets
Rs. 15,707 M Total Ownership
Liabilities Ratio
48%
Rs. 13,763 M
Current Total Assets
Liabilities Rs. 26,643 M
Rs. 10,396 M
Owner's Equity
Rs. 12,880 M
Non-Current
Liabilities
Rs. 3,367 M
Analysis
Net profit for the year increased by 48%, driven by the increase in sales revenue by 17% and supported by decrease in taxation by 151% due to availabilit
of tax credits on investment for newly commissioned rolling mill and the expansion of the steel mell shop at Dhabeji, resulted in annual net profit margin
of 10%. Total assets of the Company increased by 46%, reducing the asset turnover by 0.15 times as compared to last year. Ownership ratio also decreased
by 13% due to increase in total assets. Consequently, the return on equity improved to 12% in FY 2018 compared to 10% of FY 2017.
Your Company is listed on Paksistan Stock Exchange. During the financial year 2017-18, 80.2 million shares were traded at the exchange. The Company's
performance and profitabilty depends on various internal and external factors which can significantly affects the profits and the share price of the Company.
Some of the factors, predominantly the external factors which are beyond the control of the company and there impact on the Company's share price
are discussed below:
Rupee Devaluation:
The Company imports its raw material and other items of stores, spares and tools. The Company faces currency risk on account of Rupee devaluation. If
rupee devalues, it may affect the company's financial performance and the share price to the extent devaluation effect is not passed through.
Raw Material:
The company imports its raw material i.e. steels scrap from different countries. Increase in international scrap prices increases the cost of production which
may affect company share price.
50,000 140
45,000
120
40,000
Amreli Steels Share Price
35,000 100
30,000
PSX Index
80
25,000
60
20,000
15,000 40
10,000
20
5,000
- -
Jul-17 Aug-17 Sep-17 Oct-17 Nov-17 Dec-17 Jan-18 Feb-18 Mar-18 Apr-18 May-18 Jun-18
The company’s non-current assets consist of property, plant and equipment, long term investments and long term deposits. Since 2016, Company
is investing heavily in plant and equipment including property striving to acquire modern production plants and techniques to increase production
efficiencies and build capacities.
During the financial year 2018, the Company successfully commissioned its third steel melting furnace which enhanced the company’s billet
manufacturing capacity to 400,000 metric tons (FY 2017: 200,000 MT) annually. The company also commissioned its second state of the art rolling
mill situated at Dhabeji during the year under discussion. This newly built rolling mill has increased the re-rolling capacity of steel bars to 605,000
metric tons annually (FY 2017: 180,000 MT).
Company’s current assets consist of stock, stores and spares, trade debts, tax refund and other items. There is a substantial increase in current asset
in FY 2018, mainly because of increase in raw material stock by Rs. 3.07 billion as compared to corresponding year to support the increased
production capacities of billet and bars and also due to rupee devaluation in second half of current financial year. Trade debts also increased in FY
2018 as a result of increased sales revenue. Income tax refund also arose as a result of availing tax credit on investment in newly commissioned plant
as mentioned above.
18,000
15,707
16,000
Rupees in millions
14,000 12,418
12,000
8,615 10,935
10,000 7,997 7,715 7,674
8,000
6,000 8,150
5,791
4,000
3,803 4,589
2,000 3,411
-
2013 2014 2015 2016 2017 2018
The equity represents share capital, share premium, reserves and surplus on revaluation of assets. The equity has increased by 15.56% in FY 2018 as
compared to FY 2017. This increase is mainly attributable to profits for the year and also increase in surplus on revaluation. The Company registered
a profit of Rs. 1,585 million increasing the reserves by 29%. During the year company also conducted revaluation exercise on its Property, plant and
equipment, which resulted in increase in revaluation surplus.
The non-current liabilities increased in FY 2018 when compared to FY 2017 mainly due to increase in long term loans obtained by Company from
commercial banks for its business needs.
The current liabilities also increased in FY 2018 when compared to FY 2017. The increase mainly attributes to increase in short term borrowing which
has obtained to finance increase in stock-in-trade.
14,000 12,880
Rupees in millions
11,146
12,000 10,690 10,396
10,000
8,000
5,871
6,000 4,839 5,129
4,609 4,236 4,339
4,000 4,557 3,308
2,000 3,367
2,638 2,980 1,934
2,155 1,736
-
2013 2014 2015 2016 2017 2018
The Company has recorded highest ever sales revenue of Rs. 15.5 billion in FY 2018. The company successfully sold 172,448 metric tons of own
manufactured re-bars in FY 2018 which is 5.5% higher than FY 2017. This increase reflects strong domestic demand of re-bars stemming from over
all infra structure development, increased retail level sales and projects related to China Pakistan Economic Corridor (CPEC).
The cost of sales also increased in FY 2018 in relation to increase in sales. However, gross margin of the Company decreased due to increase in raw
material prices, rupee devaluation, increase in electricity and gas tariff and provisioning on account of GIDC which was earlier shown as a contingent
item.
18,000
15,501
16,000 14,414
Rupees in millions
13,284
14,000 11,962 12,400
12,000 10,622 12,742
10,000 11,899
10,590 10,816
8,000 9,460 9,608
6,000
4,000
2,000
-
2013 2014 2015 2016 2017 2018
Sales Cost of sales
During the year the finance cost of the Company has increased significantly as compared to last year. This is mainly due to increase in short-term
borrowing which is in line with the increase in Company’s current assets largely stock-in-trade to support increased capacities of re-bars post
commissioning of rolling mill at Dhabeji. Further the increase also represents increased in Company’s average cost of borrowing due to upward
revision in interest rates during the current financial year.
The operating profit has shown an increase of 10.25% in FY 2018 when compared to FY 2017. However, operating profit margin as a ratio of sales
reduced slightly in FY 2018 to 12.07% from 12.77%. The reduced operating profit margin is due to increase in administrative and distribution cost
including one time charge of GIDC of Rs. 189 million.
2,500
2,085
Rupees in millions
1,940 1,871
2,000
1,697
1,500
1,041
1,000 842
631 668
476
500 652 336 252
-
2013 2014 2015 2016 2017 2018
Finance Cost Operating Profit
2018 2017
CASH FLOW FROM OPERATING ACTIVITIES ---------- Rs. in ‘000’----------
Cash and cash equivalent at the beginning of the period 69,558 381,124
Cash and cash equivalents at the end of period 131,073 69,558
Opinion
We have audited the annexed financial statements of Amreli Steels Limited (the Company), which comprise the statement of financial position
as at 30 June 2018, and the statement of profit or loss and other comprehensive income, the statement of changes in equity, the statement of
cash flows for the year then ended, and notes to the financial statements, including a summary of significant accounting policies and other
explanatory information, and we state that we have obtained all the information and explanations which, to the best of our knowledge and
belief, were necessary for the purposes of the audit.
In our opinion and to the best of our information and according to the explanations given to us, the statement of financial position, statement
of profit or loss and other comprehensive income, the statement of changes in equity and the statement of cash flows together with the notes
forming part thereof conform with the accounting and reporting standards as applicable in Pakistan and give the information required by the
Companies Act, 2017 (XIX of 2017), in the manner so required and respectively give a true and fair view of the state of the Company's affairs as
at 30 June 2018 and of the profit and other comprehensive income, the changes in equity and its cash flows for the year then ended.
We conducted our audit in accordance with International Standards on Auditing (ISAs) as applicable in Pakistan. Our responsibilities under
those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are
independent of the Company in accordance with the International Ethics Standards Board for Accountants’ Code of Ethics for Professional
Accountants as adopted by the Institute of Chartered Accountants of Pakistan (the Code) and we have fulfilled our other ethical responsibilities
in accordance with the Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
opinion.
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the
current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion
thereon, and we do not provide a separate opinion on these matters.
As disclosed in note 7 to the financial statements, the Company We obtained an understanding of the Company’s process with
has incurred significant amount of capital expenditure during the respect to capital expenditure including determination of useful
year for enhancement of production capacity including Rs. 2,915 lives and tested the Company’s controls in this area relevant to
million capitalized during the current year and Rs. 5,281 million our audit.
transferred from capital work-in-progress to operating fixed
assets. We physically verified the newly acquired fixed assets and tested
the amounts. We reviewed the relevant documents with
We focused on capital expenditure incurred during the year as reference to the acquisition of the newly acquired fixed assets
this represents a significant transaction for the year and involves including inspection of project related contracts and documents
certain judgmental areas and therefore, we have identified this as supporting various components of the capitalized project costs.
a key audit matter. We also assessed whether the items of cost capitalized including
borrowing cost, meets the recognition criteria of an asset in
accordance with the applicable financial reporting standards.
As disclosed in note 19 to the financial statements, the Company We obtained and reviewed the financing agreements executed
has obtained additional long term loans amounting to Rs. 1,957 during the year. We inquired from the management with respect
million during the current year. to the future compliance of the covenants and tested controls
related to such compliance.
The Company’s key operating / performance indicators including
liquidity, gearing and finance costs are directly influenced by the We circularized confirmations to the financing banks with
additions to its portfolio of borrowings. Further, financing outstanding loan balances at the year end. We also reviewed the
arrangements entail financial and non-financial covenants that maturity analysis of the financing to ascertain the classification of
the Company is subject to compliance. loans as per their remaining maturities.
The significance of new financings obtained during the year, Further, we assessed the adequacy of the related disclosures in
along with the sensitivity of the compliance with underlying loan accordance with the applicable financial reporting standards.
covenants, are considered a key area of focus during the audit
and therefore, we have identified this as a key audit matter.
3. Valuation of inventories:
The Company is engaged in the manufacturing of steel bars and We performed a range of audit procedures with respect to
billets. As of the date of statement of financial position, the inventory items including amongst others, physical observation
Company held inventory balances of Rs. 7,459 million which of inventory counts, test of valuation methods and their
constitutes 28% of total assets, as disclosed in note 11 to the appropriateness in accordance with the applicable accounting
financial statements. standards, and an evaluation of the usability of the inventory
items based on management reports for slow moving, expired
We focused our audit on this area as it is a material balance for and obsolete items and the impact of the same on the net
the Company and it also requires management judgment in realizable value of the inventories.
determining an appropriate costing basis and assessing its
valuation Further, we assessed the adequacy of the related disclosures in
accordance with the applicable financial reporting standards.
Key audit matter How our audit addressed the key audit matter
4. New Companies Act, 2017 (the Act) and its impact on the financial statements
As disclosed in note 1.2 to the financial statements, the We assessed the procedures applied by the management for
Companies Act, 2017 became applicable for the first time for the identification of the changes required in the financial statements
preparation of the Company’s annual financial statements for the due to the application of the Companies Act, 2017. We consid-
year ended 30 June 2018. ered the adequacy and appropriateness of the additional
disclosures and changes to the previous disclosures based on the
The Companies Act, 2017 forms an integral part of the statutory new requirements. We also evaluated the sources of information
financial reporting framework as applicable to the Company and used by the management for the preparation of the above
amongst others, prescribes the nature and content of disclosures referred disclosures and the internal consistency of such
in relation to various elements of the financial statements. disclosures with other elements of the financial statements.
In case of the Company, specific additional disclosures and In respect of the change in accounting policy for the accounting
changes to the existing disclosures have been included in the and presentation of revaluation surplus as referred to in note 6 to
financial statements as referred to note in 4 to the financial the financial statements; we assessed the accounting implica-
statements. tions in accordance with the applicable financial reporting
Further, the Company has changed its accounting policy relating standards and evaluated its application in the context of the
to presentation and measurement of revaluation surplus on Company.
property, plant and equipment as a consequence of the
application of the Companies Act, 2017 with retrospective effect.
The impact of the said change in accounting policy has been
disclosed in note 5.1 to the financial statements.
Information Other than the Financial Statements and Auditors’ Report Thereon
Management is responsible for the other information. The other information comprises the information included in the Annual Report, but does not
include the financial statements and our auditors’ report thereon.
Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the
other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be
materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are
required to report that fact. We have nothing to report in this regard.
Management is responsible for the preparation and fair presentation of the financial statements in accordance with the accounting and reporting
standards as applicable in Pakistan and the requirements of Companies Act, 2017 (XIX of 2017) and for such internal control as management
determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as
applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the
Company or to cease operations, or has no realistic alternative but to do so.
The Board of Directors are responsible for overseeing the Company’s financial reporting process.
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether
due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a
guarantee that an audit conducted in accordance with ISAs as applicable in Pakistan will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to
influence the economic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with ISAs as applicable in Pakistan, we exercise professional judgment and maintain professional skepticism
throughout the audit. We also:
• Identify and assess the risks of material misstatement of the financial statements, whether due to
fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate
to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting
from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by
management.
• Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence
obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to
continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to
the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based
on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Company to
cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial
statements represent the underlying transactions and events in a manner that achieves fair presentation.
We communicate with the Board of Directors regarding, among other matters, the planned scope and timing of the audit and significant audit
findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide the Board of Directors with a statement that we have complied with relevant ethical requirements regarding independence, and to
communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable,
related safeguards.
From the matters communicated with the Board of Directors, we determine those matters that were of most significance in the audit of the financial
statements of the current period and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation
precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in
our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such
communication.
a) proper books of account have been kept by the Company as required by the Companies Act, 2017 (XIX of 2017);
b) the statement of financial position, the statement of profit or loss and other comprehensive income, the statement of changes in
equity and the statement of cash flows together with the notes thereon have been drawn up in conformity with the Companies
Act, 2017 (XIX of 2017) and are in agreement with the books of account and returns;
c) investments made, expenditure incurred and guarantees extended during the year were for the purpose of the Company’s
business; and
d) zakat deductible at source under the Zakat and Ushr Ordinance, 1980 (XVIII of 1980), was deducted by the Company and
deposited in the Central Zakat Fund established under section 7 of that Ordinance.
The engagement partner on the audit resulting in this independent auditors’ report is Arif Nazeer.
Chartered Accountants
Place: Karachi
Date: 18 September 2018
NON-CURRENT LIABILITIES
Long-term financing 19 2,204,388,750 712,069,453 524,524,754
Deferred taxation 20 1,006,648,806 1,104,896,135 1,139,415,427
Deferred liability 21 155,677,808 116,942,866 72,176,237
3,366,715,364 1,933,908,454 1,736,116,418
CURRENT LIABILITIES
Trade and other payables 22 2,428,873,755 1,116,784,213 1,080,934,801
Interest / markup accrued 23 135,648,698 56,365,500 48,221,865
Short-term borrowings 24 7,053,113,896 3,627,591,787 2,726,371,085
Current portion of long-term financing 19 775,245,124 310,234,772 483,586,058
Taxation – net - 16,653,380 -
Unclaimed dividend 3,110,091 1,773,429 -
10,395,991,564 5,129,403,081 4,339,113,809
Earnings per share – basic and diluted (Rs. per share) 34 5.34 3.62
2018 2017
Restated
---------- (Rupees)----------
2018 2017
CASH FLOWS FROM OPERATING ACTIVITIES
---------------- (Rupees)----------------
Profit before taxation 1,394,430,685 1,445,313,134
Adjustments for:
Depreciation 426,551,302 321,310,661
Amortization 7,268,869 6,534,073
Capital work-in-progress written off 9,610,299 102,304
Provision for doubtful debts 52,264,698 37,239,451
Trade debts written off (394,855) -
- 12,750,000
Provision for doubtful deposits
- 1,376,102
Provision for doubtful advances
28,803,590 15,174,197
Provision for gratuity
(1,817,514) (40,860)
Gain on disposal of operating fixed assets
(17,810,970) -
Liabilities no longer payable written back 476,323,111 251,583,475
Finance costs 980,798,530 646,029,403
Operating profit before working capital changes 2,375,229,215 2,091,342,537
----------------------------------------------(Rupees)----------------------------------------------
Balance as at 30 June 2016 – as 2,970,114,270 2,788,741,922 3,108,106,942 (6,341,601) - 8,860,621,533
previously reported
1.1 Amreli Steels Limited (the Company) was incorporated in 1984 as a private limited company and converted into a public unquoted company
in 2009. The Company enlisted on Pakistan Stock Exchange in 2015. The Company is engaged in manufacture and sale of steel bars and billets.
The geographical location and addresses of the Company’s business units / immovable assets are as under:
Registered Office and warehouse Plot No. A-18, S.I.T.E Karachi (Land measuring area 2.490 Acres)
Production Plant Plot No. D-89 Shershah Karachi (Land measuring area 2.220 Acres )
Production Plant and warehouse Industrial Land, Deh Gharo, Tapo Gharo, Taluka Mirpur Sakro,
District Thatta, Sind (Land measuring area 65.00 Acres )
Warehouse Plot # F-295 S.I.T.E Karachi (Land measuring area 0.50 Acres)
1.2 Summary of significant transactions and events that have affected Company’s financial position and performance during the year are as
follows:
- During the year, the Company has capitalized plant and machinery amounting to Rs. 5,265.39 million which includes Rs. 266.54 million
for building and 4,998.85 million for plant and machinery & others. This has increased the Company's production capacity.
- During the year, the Company has obtained additional long term loans amounting to Rs. 1,957 million.
- Due to applicability of the Companies Act, 2017 (the Act), amounts reported for the previous period have been restated (refer notes
4 and 5.1) and certain additional disclosures have been included in these financial statements.
2. STATEMENT OF COMPLIANCE
2.1 These financial statements have been prepared in accordance with the accounting and reporting standards as applicable in Pakistan. The
accounting and reporting standards applicable in Pakistan comprise of:
- International Financial Reporting Standards (IFRS) issued by the International Accounting Standard Board (IASB) as notified under
the Act; and
- Provisions of and directives issued under the Act.
Where provisions of and directives issued under the Act differ from the requirements of IFRS, the provisions of and directives issued under
the Act have been followed.
3. BASIS OF PREPARATION
3.1 These financial statements have been prepared under the historical cost convention except for certain classes of property, plant and
equipment that have been measured at revalued amounts.
3.2 These financial statements are prepared in Pak Rupees, which is the Company’s functional and presentation currency.
The Company has adopted the following revised standards and amendments of IFRS which became effective for the current year:
The adoption of the above amendments to accounting standards did not have any effect on the financial statements.
Further, during the year, the Act became applicable. The Act has brought certain changes with regard to the preparation and presentation
of these financial statements. These changes, amongst others, include changes in nomenclature of the primary statements. Further, the
disclosure requirements under the Act have been revised, resulting in elimination of duplicative disclosures with the IFRS disclosure
requirements and incorporation of additional / amended disclosures as mentioned in notes 1.1, 1.2, 17.3, 17.5, 32.3, 36.1 and 36 and change
in accounting policy relating to revaluation of property, plant and equipment as disclosed in note 4.3.
The following standards, amendments and interpretations with respect to the approved accounting standards as applicable in Pakistan
would be effective from the dates mentioned below against the respective standard or interpretation:
Effective date
(annual periods
beginning
on after)
IFRS - 2 Share-based Payments – Classification and Measurement of Share-based Payments 01 January 2018
Transactions (Amendments)
IFRS - 4 Insurance Contracts: Applying IFRS 9 Financial Instruments with IFRS 4 Insurance 01 January 2018
Contracts – (Amendments)
IAS - 28 Long-term Interests in Associates and Joint Ventures – (Amendments) 01 January 2019
The above standards and interpretations are not expected to have any material impact on the Company's unconsolidated financial
statements in the period of initial application except for IFRS 15 – Revenue from contracts with customers. The Company is currently
evaluating the impact of the said standard.
In addition to the above standards and amendments, improvements to various accounting standards have also been issued by the IASB
in December 2016 and December 2017. Such improvements are generally effective for accounting periods beginning on or after 01 January
2018 and 01 January 2019 respectively. The Company expects that such improvements to the standards will not have any impact on the
Company's financial statements in the period of initial application.
The IASB has also issued the revised Conceptual Framework for Financial Reporting (the Conceptual Framework) in March 2018 which is
effective for annual periods beginning on or after 1 January 2020 for preparers of financial statements who develop accounting policies
based on the Conceptual Framework. The revised Conceptual Framework is not a standard, and none of the concepts override those in
any standard or any requirements in a standard. The purpose of the Conceptual Framework is to assist IASB in developing standards, to
help preparers develop consistent accounting policies if there is no applicable standard in place and to assist all parties to understand and
interpret the standards.
Further, the following new standards have been issued by IASB which are yet to be notified by the Securities Exchange Commission of
Pakistan (SECP) for the purpose of applicability in Pakistan.
These are stated at cost less accumulated depreciation and impairment loss, if any, except for land which is stated at revalued amounts.
Depreciation is charged to statement of profit or loss applying the reducing balance method at the rates mentioned in note 6.1 to the
financial statements except for lease hold improvement which are depreciated on straight line basis over the lease term and certain plant
and machinery which are depreciated over units of production method. Depreciation is charged from the month in which an asset is
available for use, while no depreciation is charged in the month on which an asset is disposed off.
Maintenance and repairs are charged to statement of profit or loss as and when incurred. Major renewals and improvements which increase
the asset’s remaining useful economic life or the performance beyond the current estimated levels are capitalized and the assets so replaced,
if any, are retired.
Gains or losses on disposals of operating fixed assets, if any, are recognized in the statement of profit or loss.
The assets residual values, useful lives and depreciation methods are reviewed and adjusted if appropriate, at each financial year end.
The carrying values of property, plant and equipment are reviewed at each statement of financial position date for impairment when
events or changes in circumstances indicate that carrying values may not be recoverable. If such indication exists where the carrying values
exceed the estimated recoverable amounts, the assets are written down to their recoverable amounts.
The specific provision / section in the repealed Companies Ordinance, 1984 relating to the surplus on revaluation of fixed assets has not
been carried forward in the Act. Previously, section 235 of the repealed Companies Ordinance, 1984 specified the accounting treatment
and presentation of the surplus on revaluation of fixed assets, which was not in accordance with the IFRS requirements. Accordingly, in
accordance with the requirements of IAS 16, “Property, Plant and Equipment”, surplus on revaluation of fixed assets would now be presented
under equity. Following the application of IAS 16, the Company’s policy for surplus on revaluation of property, plant and equipment stands
amended as follows:
- Increases in the carrying amounts arising on revaluation of revaluation of property, plant and equipment are recognized in other
comprehensive income and accumulated in reserves in shareholders’ equity. To the extent that the increase reverses a decrease
previously recognized in statement of profit or loss, the increase is first recognized in statement of profit or loss. Decreases that reverse
previous increases of the same asset are first recognized in other comprehensive income to the extent of the remaining surplus
attributable to the asset; all other decreases are charged to statement of profit or loss.
The change in accounting policy has been accounted for retrospectively in accordance with the requirements of IAS 8 “Accounting Policies,
Changes in Accounting Estimates and Errors” and comparative figures have been restated.
Effect on statement of
changes in equity
Changes in equity - 1,755,014,996 1,755,014,996 - 1,829,580,914 1,829,580,914
There was no cash flow impact or impact on other comprehensive income as a result of the retrospective application of change in accounting
policy.
These are stated at cost less impairment, and represent expenditures incurred and advances made in respect of specific assets during the
construction / erection year. These are transferred to specific assets as and when assets are available for use.
Impairment
The carrying values of property, plant and equipment are reviewed at each balance sheet date for impairment when events or changes
in circumstances indicate that the carrying values may not be recoverable. If such indication exists and where the carrying values exceed
the estimated recoverable amounts, the assets are written down to their recoverable amounts.
5.2 Intangibles
Amortisation is charged on straight line method. Amortisation on additions is charged in the month in which an asset comes into operation
while no amortisation is charged for the month in which the asset is disposed of.
These are valued at lower of moving average cost and Net Realizable Value (NRV).
5.4 Stock-in-trade
These are valued at the lower of NRV and cost. Cost comprises all costs of purchase, costs of conversion and other costs incurred in bringing
the inventories to their present location and condition.
NRV signifies the estimated selling price in the ordinary course of business less net estimated costs of completion and
estimated costs necessarily to be incurred to make the sale.
Provision is made against debts/ other receivables that are considered doubtful of recovery based on the management’s
assessment of customers’ / parties’ outstanding balances and creditworthiness. Trade debts and other receivables are
classified as bad debts / receivables and are written-off when there are no realistic prospects of recovery.
5.6 Investments
Held-to-maturity
These represent financial assets with fixed or determinable payments and fixed maturities where the Company has positive intent and
ability to hold till maturity. These are recognised initially at fair value plus directly attributable transaction After
costs.initial
measurement, these investments are measured at amortized cost using effective interest rate method.
5.8 Borrowings
Borrowings are initially recognized at fair value, net of transaction costs incurred and subsequently measured at amortized
cost using the effective interest method.
Borrowings are classified as current liabilities unless the Company has an unconditional / contractual right to defer
settlement of the liability for at least twelve months after the balance sheet date.
Liabilities for trade and amounts payable are carried at cost which is the fair value of the consideration to be paid in future
for goods and services received, whether or not billed to the Company.
All financial assets and liabilities are recognised at the time when the Company becomes party to the contractual provisions
of the instrument and are derecognised in case of assets, when the contractual rights under the instrument are realized,
expired or surrendered and in case of a liability, when the obligation is discharged, cancelled or expired. Any gain or loss
on recognition and de-recognition of the financial assets and liabilities is included in the statement of profit or loss for the
year in which it arises.
Financial assets and financial liabilities are offset and the net amount is reported in the balance sheet when the Company
has a legally enforceable right to set-off the transaction and intends to settle either on a net basis or to realize the asset
and settle the liability simultaneously.
5.12 Provisions
Provisions are recognised when the Company has a present legal or constructive obligation as a result of past events and
it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a
reliable estimate of the obligation can be made. Provisions are reviewed at each balance sheet date and adjusted to reflect
current best estimate.
Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily takes a
substantial period of time to get ready for its intended use or sale are capitalized as part of the cost of the respective asset.
All other borrowing costs are expensed in the year in which they occur.
Transactions in foreign currencies are translated into Pak Rupees at the foreign exchange rate ruling at the date of the
transaction. Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are retranslated
into Pak Rupees at the foreign exchange rate ruling at that date. Exchange differences are recognised in the statement
of profit or loss.
The Company operates an un-approved and unfunded defined gratuity scheme for all permanent employees who have
completed the minimum qualifying year of service for entitlement of gratuity. The contributions to the scheme are made
in accordance with the independent actuarial valuation. Actuarial gains and losses are recognized in full in the period in
which they occur in the other comprehensive income. All the past service costs are recognised at the earlier of when the
amendments or curtailment occurs and when the Company has recognised related restructuring or terminations benefits.
The latest actuarial valuation was carried out as of 30 June 2018 using Projected Unit Credit method.
Leases under Shariah compliant Ijarah contracts, where significant portion of the risk and reward of ownership is retained
by the lessor, are classified as Ijarah. Rentals under these arrangements are charged to statement of profit or loss on straight
line basis over the lease term.
5.17 Taxation
Current
Provision for current tax is based in accordance with Income Tax Ordinance, 2001.
Deferred
Deferred income tax is provided using the liability method for all temporary differences at the balance sheet date between tax bases of
assets and liabilities and their carrying amounts for financial reporting purposes.
Deferred income tax assets are recognised for all deductible temporary differences, unused tax losses and tax credits, if any, to the extent
that it is probable that taxable profits will be available against which such temporary differences and tax losses can be utilized.
Deferred income tax assets and liabilities are measured at the tax rate that is expected to apply to the year when the asset is realized or
the liability is settled, based on tax rates that have been enacted or substantively enacted at the balance sheet date.
Further, the Company recognises deferred tax asset / liability on deficit / surplus on revaluation of property, plant and equipment which
is adjusted against the related deficit / surplus.
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be
measured reliably. Revenue is measured at the fair value of the consideration received or receivable, excluding discounts, rebates and
government levies.
Revenue from sale of goods is recognised upon passage of title to the customers which generally coincides with physical delivery of
goods to customer, i.e. when the significant risks and reward of ownership have been transferred to the customer.
The Company assesses it revenue arrangements against specific criteria in order to determine if it is acting as a principal or an agent. The
Company has concluded that it is acting as a principal in all its revenue arrangements.
Profit on bank deposits / term deposit receipts is recognised on time proportion basis.
5.19 Dividend
Dividend distribution to the Company's shareholders is recognised as a liability in the period in which the dividends are
approved. However, if these are approved after the reporting period but before the financial statement are authorised for issue, disclosure
is made in the financial statements.
The preparation of financial statements in conformity with approved accounting standards requires the use of certain
critical accounting estimates. It also requires management to exercise its judgment in the process of applying the Company’s
accounting policies. Estimates and judgments are continually evaluated and are based on historic experience and other
factors, including expectations of future events that are believed to be reasonable under the circumstances. Revisions to
accounting estimates are recognised in the year in which the estimate is revised and in any future years affected. In the
process of applying the Company’s accounting policies, management has made the following estimates and judgments
which are significant to the financial statements:
The Company reviews the appropriateness of the rate of depreciation, depreciation method, useful life and residual value
used in the calculation of depreciation. Further, where applicable, an estimate of the recoverable amount of assets is made
for possible impairment on an annual basis. In making these estimates, the Company uses the technical resources available
with the Company. Any change in estimates in future might affect the carrying amount of respective item of property,
plant and equipment, with corresponding effect on the depreciation charge and impairment.
The Company reviews the appropriateness of the revaluation of certain assets periodically for the purpose of ensuring that
the carrying amount of the same does not differ materially from its fair value. In making this assessment, the Company
uses the technical resources available with the Company. Any change in assessment in future might affect the carrying
amount of respective item of property, plant and equipment, with corresponding effect on revaluation surplus of property,
plant and equipment.
The Company reviews the appropriateness of the borrowing costs capitalized to items of property, plant and equipment
at each year end. Any change in the judgment in future might affect the statement of profit or loss of that year.
The Company assesses recoverability of its trade debts and other receivables at each year end for the purpose of evaluating
doubtful trade debts and other receivables keeping in view the aging analysis. Any change in the estimate in future might
affect the statement of profit or loss of that year.
The cost of defined benefit plan is determined using actuarial valuation, which involves making assumptions about discount
rate and future salary increases.
When the fair value of financial assets and financial liabilities recorded in the balance sheet cannot be derived from active markets, their
fair value is determined using valuation techniques including the discounted cash flow model. The inputs
to these models are taken from observable markets where possible, but where this is not feasible, a degree of judgment
is required in establishing fair values. The judgments include considerations of inputs such as liquidity risk, credit risk and
volatility. Changes in assumptions about these factors could affect the reported fair value of financial instruments.
Deferred taxation
Deferred tax assets are recognised for all unused tax losses and credits to the extent that it is probable that taxable profit will be available
against which the losses can be utilized or credits can be availed. Significant management judgment is required to determine the amount
of deferred tax assets that can be recognised, based upon the likely timing and the level of future taxable profits together with future tax
planning strategies and capital expenditure planning. Any change in estimates in future years might affect the remaining amounts of
respective items of deferred taxation with a corresponding effect on the taxation charge.
2018 2017
Cost / revaluation as at 30 June 2017 736,452, 760 1,475,748,248 6,406,233,731 25,676,632 32,138,839 27,847,534 36,504,093 8,740,601,837
Additions - 210,940 387,948,049 2,395,340 21,117,020 16,074,454 10,814,147 438,559,950
* Include assets costing Rs. 11.068 million under common ownership under Diminishing Musharaka arrangement.
FOR THE YEAR ENDED 30 JUNE 2018
7.1.1 During the year, the Company’s leasehold land, building on leasehold land and plant and machinery were
revalued resulting in surplus of 801.106 million. The valuation was carried out by an independent valuer- M/s MYK Associates (Private)
Limited on 30 June 2018. Valuations for plant and machinery and building were based on the estimated gross replacement cost,
depreciated to reflect the residual service potential of the assets taking account of the age, condition and obsolescence. Land was valued
on the basis of fair market. The fair value of the assets subject to revaluation model fall under level 2 of the fair value hierarchy(i.e.
significant observable inputs)
- 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 (i.e, as prices) or indirectly (i.e., derived from prices) (level 2); and
- Inputs for the asset or liabilities that are not based on observable market data (i.e. unobservable inputs e.g.
estimated future cashflows). (level 3).
Had there been no revaluation, the book value of leasehold land, buildings on leasehold land and plant and machinery would have
been Rs. 410.782 (2017: Rs. 410.782) million, Rs. 779.321 (2017: Rs. 582.843) million and Rs. 8,694.056 (2017: Rs 3,542.952) million
respectively.
2018 2017
7.1.3 Depreciation charge for the year has been Notes ---------- (Rupees) ----------
allocated as under:
7.1.4 The following operating fixed assets were disposed off during the year:
Vehicles
Suzuki Cultus 1,134,000 480,816 653,184 543,849 (109,335) As per Company Mr. Sajjad Asghar
Policy – Employee
Suzuki Cultus 1,194,000 448,679 745,321 663,636 (81,685) As per Company Mr. Asif Majeed
Policy – Employee
Toyota Corolla XLI 1,672,500 549,695 1,122,805 960,506 (162,299) As per Company Mr. Noman Sajjad
Other assets with book Policy – Employee
value less than Rs. 500,000
each 1,657,400 867,265 790,135 2,442,548 1,652,413 As per Company Various
5,657,900 2,346,455 3,311,445 4,610,539 1,299,094 Policy
Computers
7.2.1 During the year borrowing costs have been capitalized amounting to Rs.31.963 million (2017: 5.723 million) by using capitalization rate
of 6.99% (2017: 6.99%). Civil works include Rs. 438.107 million in respect of advance against purchase of office premises.
Years
Useful life 5 5
9.1 These are held with a Islamic bank as a lien for guarantee issued on behalf of the Company and carry profit rates ranging from 5.80% to
5.87% (2017: 5.70% to 6.40%) per annum having maturity upto 5 years.
9.2 These carry profit of 5% (2017: 4.63%) per annum having maturity upto 5 years.
Raw materials
- In hand 27.1.1 3,926,397,766 1,544,811,592
- In transit 1,388,553,092 699,471,255
5,314,950,858 2,244,282,847
Finished goods
-Manufactured 27.1 1,141,969,859 322,210,865
-Trading 27.2 2,090,192 43,937,561
1,144,060,051 366,148,426
7,459,068,100 3,404,198,598
12. TRADE DEBTS– unsecured
2018 2017
Notes ---------- (Rupees) ----------
13. LOANS AND ADVANCES – unsecured, considered good
Considered good
Suppliers 18,097,172 12,268,642
Employees - 5,643,220
13.3 18,097,172 17,911,862
1,376,102 1,376,102
Considered doubtful (1,376,102) (1,376,102)
Less: provision for doubtful advances - -
18,097,172 17,911,862
23,377,452 22,220,787
13.1 The maximum amount outstanding at any time during the year calculated
by reference to month end balances are as follows 890,000 1,024,666
13.2 Represent interest free loans to employees in accordance with the Company policy.
These are recoverable in twelve equal monthly installments.
Deposits
Considered good
Security deposits 14.1 23,555,136 41,136,968
Margins against letters of credit - 950,789
23,555,136 42,087,757
2018 2017
Notes ---------- (Rupees) ----------
15. OTHER RECEIVABLES
Bank balances
Islamic banks
Current accounts 16.1 15,213,367 2,609,131
Saving accounts 53,330 1,392,298
15,266,697 4,001,429
Conventional banks
Current accounts 16.2 95,377,330 58,180,270
Saving accounts 3,767,788 -
99,145,118 58,180,270
Cash in hand 16,661,998 7,376,314
131,073,813 69,558,113
16.1 These carry profit rates ranging from 2.46% to 2.61% (2017: 2.50% to 2.66%) per annum.
16.2 These carry profit rates ranging from 4% to 4.5% (2017: 4% to 5%) per annum.
2018 2017
Notes ---------- (Rupees) ----------
17. SHARE CAPITAL
Number of shares
2018 2017
2018 2017
---- (Number of shares) ----
17.3 Following is the detail of shares held by the related parties:
17.4 Includes 952,497 ordinary shares issued to various shareholders of the Company against plant and machinery and 32,175,000
ordinary shares of the Company against purchase of fixed assets.
17.5 Voting rights, Board selection, right of first refusal and block voting are in proportion to the shareholding.
Islamic banks
Diminishing Musharaka 19.1 604,213,061 202,471,637 401,741,424 209,804,225 104,679,216 105,125,009
19.1 Represent Diminishing Musharaka facilities obtained from Islamic banks. These facilities are repayable in equal monthly / quarterly installments
latest by June 2021. These carry markup rate of 3 month KIBOR + 0.50% to 6 month KIBOR + 2% per annum (2017: 6 month KIBOR + 1.75% to 6
month KIBOR + 2% per annum). These facilities are secured by title over Diminishing Musharaka asset and first pari passu hypothecation charge
on present and future fixed assets of the Company.
19.2 Represent term finance facilities obtained from commercial banks. These facilities are repayable in quarterly / semi-annual installments latest by
June 2023. These carry markup rate ranging from 3 month KIBOR + 0.35% to 6 month KIBOR + 1.75% per annum (2017: 3 month KIBOR + 0.75%
to 6 months KIBOR + 1.75% per annum) payable quarterly and semi-annually. These facilities are secured by way of first equitable mortgage over
land and building, first pari passu charge on all present and future fixed assets of the Company with 25% margin over the facility amount.
19.3 As of the balance sheet date, the Company has unutilized Diminishing Musharaka and Term Finance Facilities amounting to Rs. 45.786
million and Rs. 631.523 million (2017: Rs. 40.195 million and Rs. Nil) respectively.
Represents tax effects of temporary differences relating to: Notes 2018 2017
---------- (Rupees) ----------
Accelerated tax depreciation / amortization 1,251,866,058 757,212,542
Surplus on revaluation of property, plant and equipment 816,655,710 798,324,846
Provisions (141,119,105) (61,903,897)
Unused tax credits 20.1 (920,753,857) (388,737,356)
1,006,648,806 1,104,896,135
20.1 Represents deferred tax recognised on minimum tax and alternate corporate tax, paid / payable under the Income Tax Ordinance, 2001. The
management, based on the opinion of its tax advisor, considers the same to be claimable.
Experience adjustment on
plan liabilities 13,546,326 34,971,305 (5,664,808) (7,514,867) (3,138,703)
22.1 Represent Murabaha facilities amounting to Rs. 3,600 (2017: Rs. 2,500) million obtained from Islamic banks for purchase of raw material. These carry
profit at the rates ranging from 3 month KIBOR + 0.25% to 6 month KIBOR + 0.25% per annum (2017: 3 months KIBOR + 0.25% to 6 months KIBOR
+ 0.5% per annum). These are secured by joint hypothecation over present and future current assets of the Company.
22.2 Includes Rs. 250.772 (2017: Rs. 52.162) million in respect of gas related accruals on account of Gas Infrastructure Development Cess (GIDC) , tariff
differences and other related matters.
Islamic banks
Long-term financing 779,514 215,890
Short-term borrowings 39,646,219 18,992,100
40,425,733 19,207,990
Conventional banks
Long-term financing 28,643,725 15,732,403
Short-term borrowings 66,579,240 21,425,107
95,222,965 37,157,510
135,648,698 56,365,500
24. SHORT-TERM BORROWINGS – secured
Islamic banks
Cash finance 24.1 570,028,688 -
Running finance 24.3 728,680,054 662,341,210
Short term loan - 524,242,136
24.4 1,298,708,742 1,186,583,346
Conventional banks
Cash finance 24.1 471,402,171 -
Finance against trust receipts 24.2 4,198,005,252 1,697,521,447
Running finance 24.3 1,084,997,731 443,486,994
Demand finance - 200,000,000
Short term advance - 100,000,000
24.4 5,754,405,154 2,441,008,441
7,053,113,896 3,627,591,787
24.1 Represent working capital facilities availed from various Islamic and conventional banks carrying markup/profit ranging from 1 month
KIBOR + 0.25%to 3 month KIBOR 0.25% per annum. (2017: 1 month KIBOR + 0.25% to 6 month KIBOR 0.75% per annum).
24.2 Represent working capital facilities availed from various Islamic and conventional banks carrying markup/profit ranging from 1 month
KIBOR + 0.20% to 6 month KIBOR 0.25% per annum (2017: 3 month KIBOR + 0.25% to 3 month KIBOR + 0.50% per annum). These facilities
are secured by way of Joint Hypothecation charge over present and future current assets of the Company with 25% margin.
24.3 Represent working capital facilities availed from various Islamic and conventional banks carrying markup/profit ranging from 1 month
KIBOR + 0.20% to 3 month KIBOR + 0.25% per annum (2017: 6 month KIBOR + 0.15% per annum).
24.4 As of the balance sheet date, the Company has unutilized facilities for short term borrowings from Islamic and conventional banks
amounting to Rs. 564.688 million & Rs. 2,113.573 million (2017: 2,128.725 million & Rs. 3,977.948 million),
Contingencies
25.1 During the year ended 30 June 2016, the Deputy Commissioner Inland Revenue (DCIR), Large Taxpayers’ Unit (LTU), Karachi passed an
Order dated 31 December 2015 against the Company, concluding that the Company has violated the provisions of Rule 58H of Chapter
XI of the Sales Tax Special Procedure Rules, 2007 and raised an alleged demand of Rs.2,013.620 million for the tax periods July 2013 to
December 2014. The Company is currently contesting the said Order at the Appellate Tribunal Inland Revenue and have secured interim
stay from the High Court of Sindh. The management, based on a legal advice, is confident that the eventual outcome will be in favor
of the Company. Accordingly, no provision has been made in these financial statements.
25.2 During the year ended 30 June 2016, the DCIR, LTU issued show cause notice dated 13 November 2015 for alleged non-charging of
further tax on the supplies made to unregistered persons amounting to Rs.166.934 million for the tax periods July 2013 to June 2015.
However, the Company filed a law suit in the Honorable High Court of Sindh which issued an interim order restraining any coercive
action to be taken against the Company. The suit is currently pending adjudication. The management, based on a legal advice, is confident
that the eventual outcome will be in favor of the Company. Accordingly, no provision has been made in these financial statements.
25.3 The Federal Board of Revenue issued Sales Tax General Order (STGO) No.18 of 2016 on 14 March 2017 and STGO No.119/2017 on 18
August 2017, whereby the procedure for payments and claiming adjustments of advance sales tax was amended. Before the STGOs,
sales tax was being paid by the Company on the basis of Rules 58(H) of the Sales Tax Special Procedures Rule 2007 of Sales Tax Act, 1990
(the Rules). The Company has challenged both the STGOs before the Honorable High Court of Sindh (the Court) restraining the tax
department to calculate the sales tax liability on the basis of the said STGOs and requesting continuation of the procedure of payment
and adjustment of advance tax on the basis of the Rules. The Court granted stay against both the said STGOs with the direction that
impugned STGOs shall remain suspended and the Company shall be entitled for claiming adjustment of advance sales tax on the basis
of the Rules. The financial exposure of the Company up to 30 June 2018 is Rs. 798.91 million. The management, based on a legal advice
is confident that the outcome will be in favor of the Company. Accordingly, no provision has been made in these financial statements.
2018 2017
Commitments ---------- (Rupees) ----------
25.5 Commitments for rentals payable under Ijarah contracts in respect of vehicles and plant and machinery with Islamic banks are as follows:
2018 2017
---------- (Rupees) ----------
Later than one year but not later than five years 79,252,297 44,035,169
15,500,542,721 13,283,811,229
Finished goods
Opening stock 11 322,210,865 797,160,524
Closing stock 11 (1,141,969,859) (322,210,865)
(819,758,994) 474,949,659
12,730,753,290 9,887,059,096
27.1.1.1 Include Rs.6.094 million (2017: Rs. 3.381 million) in respect of staff retirement benefits.
27.1.2 Include Rs. 7.396 million (2017: Rs. 3.748 million) in respect of staff retirement benefits.
Notes 2018 2017
---------- (Rupees) ----------
27.2 Cost of sales – trading
Opening stock 43,937,561 1,101,672,556
Purchases 12,403,974 13,684,475
Closing stock 11 (2,090,192) (43,937,561)
54,251,343 1,071,419,470
Cost of bars used for own use (42,870,204) (142,854,510)
11,381,139 928,564,960
28.1 Include Rs. 4.161 million (2017: Rs. 2.242 million) in respect of staff retirement benefits.
29.1 Include Rs. 11.153 million (2017: Rs. 5.803 million) in respect of staff retirement benefits.
30.1 Donations of amounts greater than Rs. 500,000 have been paid to the following parties:
Notes 2018 2017
---------- (Rupees) ----------
Rizq Foundation 3,000,000 -
Sina Health ,Education and Welfare 3,000,000 -
The Citizen Foundation 2,400,000 2,000,000
Khana Ghar 1,283,985 -
Lady Dufferin Hospital 1,149,710 -
Quality Schools Foundation 1,000,000 -
IDA RIEU Welfare Association School 1,000,000 -
DHA Orphanage 743,115 -
United Global Organization of Development 500,000 -
The Hunar Foundation- a related party 825,000 -
Professional Education Foundation - 500,000
14,901,810 2.500,000
Islamic banks
- Profit on saving accounts 80,456 266,636
- Profit on TDRs 836,553 5,158,608
917,009 5,425,244
Conventional banks
- Profit on saving accounts 345,514 264,056
- Profit on TDRs 181,781 46,300
527,295 310,356
Income from non-financial assets
Gain on disposal of property, plant and equipment 1,817,514 40,860
Liabilities no longer payable – written back 17,810,970 -
Scrap sales 1,470,221 1,581,265
21,098,705 1,622,125
22,543,009 7,357,725
32. FINANCE COSTS
Markup / interest
Islamic banks
Long-term financing 13,478,376 26,594,241
Short-term borrowings 60,243,882 14,540,163
Murabaha 71,146,538 42,160,567
144,868,796 83,294,971
Conventional banks
Long-term financing 55,658,289 38,994,890
Short-term borrowings 260,540,582 118,011,864
Murabaha - -
316,198,871 157,006,754
461,067,667 240,301,725
33. TAXATION
Current
- for the year 33.1 - 395,288,330
- for prior years (48,184,964) -
(48,184,964) 395,288,330
Deferred (142,621,012) (24,027,900)
(190,805,976) 371,260,430
33.1 Provision for current taxation has been made on the basis of Alternate Corporate Tax (ACT) Section 113C of the Income Tax Ordinance,
2001 (the Ordinance). Accordingly, tax expense reconciliation with accounting profit is not presented. During the year, due to
balancing, modernization and replacement (BMR) of plant and machinery, the Company has availed tax credit under section 65B
of the Ordinance for the year, therefore, no numerical tax reconciliation is prepared. However, the tax credit worked out was higher
than the ACT u/s 113C of the Ordinance. Hence, tax charge for the current year is Nil and remaining tax credit is carried forward u/s
65B(5).
33.2 The return of income for the tax year 2017 has been filed by the Company. The said return, as per the provisions of Section 120 of
the Ordinance has been deemed to be an assessment order passed by the Commissioner of Inland Revenue.
33.3 The Company computes tax based on the generally accepted interpretations of the tax laws to ensure that the sufficient provision
for the purpose of taxation is available which can be analysed as follows:
33.4 Provision for taxation as per accounts is the aggregate of current tax expense and prior tax expense recorded in subsequent period.
33.5 The excess mainly represents provison for super tax recorded in the financial statements in previous years but not paid as the
Company has challenged the said levy in Honorable High Court of Sindh.
2018 2017
---------- (Rupees) ----------
Number of shares
Weighted average number of ordinary shares
of Rs. 10/- each 297,011,427 297,011,427
---------------------------------- (Rupees)----------------------------------
2017
Chief Managing
Executives Total
Executive Director*
---------------------------------- (Rupees)----------------------------------
Managerial remuneration 4,626,000 2,865,000 45,130,455 52,621,455
Housing allowance 2,081,700 1,289,250 20,239,538 23,610,488
Utilities & conveyance 1,229,700 683,250 17,608,012 19,520,962
Medical 462,600 286,500 4,579,527 5,328,627
Bonus - - 2,144,952 2,144,952
Others 718,797 722,340 18,040,719 19,481,856
9,118,797 5,846,340 107,743,203 122,708,340
Number 1 1 28 30
35.1 The Chief Executive and the Chairman are provided with free use of Company maintained cars and club memberships with certain
reimbursements pertaining to business purposes in accordance with their entitlements. Certain executives are also provided with
company maintained cars as per entitlement.
35.2 The aggregate amount paid to the six Non-Executive Directors (2017: five Non-Executive Directors) as a fee for attending the meetings
is Rs. 2.1 million (2017: Rs. 1.45) million.
35.3 Comparative figures have been restated to reflect changes in the definition of executive as per Companies Act, 2017.
* Represents salary of the Executive Director (Mr. Shayan Akberali) for the period from 01 July 2017 till 25 August 2017, who was
then appointed as the Chief Executive Officer of the Company with effect from 26 August 2017.
The Company’s activities expose it to a variety of financial risks i.e. market risk, credit risk and liquidity risk. The Company’s overall
risk management program focuses on the unpredictability of financial markets and seeks to minimize potential adverse effects on
the Company’s financial performance. The Board of Directors reviews and agrees policies for managing each of these risks which
are summarized below:
Interest rate risk is the risk that the fair value or future cash flows of the financial instruments will fluctuate because of
changes inthe market interest rates. The Company mitigates its risk against exposure by maintaining adequate bank
balances. The Company interest rate risk arises from long-term financing, short-term borrowings, murabaha carrying
floating rates. Change in benchmark interest rate by 1% may have a positive or negative impact of approximately Rs.
113.785 (2017: Rs. 51.871) million in statement of profit or loss before taxation. The analysis is made based on the
assumption that all other variables remain constant.
Foreign currency risk is the risk that the value of a financial asset or a financial liability will fluctuate due to a change in
foreign exchange rates. It arises mainly where receivables and payables exist as a result of transactions with foreign
undertakings. As of the balance sheet date, the Company is not exposed to any such risk.
The Company purchases scrap on an ongoing basis, as its operating activities require a continuous supply of raw material
for the production. The Company has not hedged itself from the variation in commodity prices through any forward
contract and purchase commitments but the management negotiates the price with the suppliers as part of its risk
management policy.
The Company seeks to minimize the credit risk exposure through having exposures only to customers considered credit worthy and
obtaining securities where applicable. The maximum exposure to credit risk at the reporting date is:
2018 2017
---------- (Rupees) ----------
The credit quality of financial assets that are neither past nor impaired can be assessed by reference to external credit ratings
or to historical information about counterparty default rates as shown below: 2018 2017
---------- (Rupees) ----------
Trade debts
Customers with no defaults in the past one year 1,524,479,672 575,721,182
Bank balances
Ratings
A1+ 88,200,471 30,478,166
A-1+ - 16,146,528
A1 15,881,908 9,308,534
A-1 10,328,844 5,880,244
A-2 592 368,327
114,411,815 62,181,799
Investments
Ratings
A-1+ 1,000,000 -
A1 14,289,370 -
AAA - 1,000,000
A+ - 14,289,370
15,289,370 15,289,370
Liquidity risk is the risk that an enterprise will encounter difficulty in raising funds to meet commitments associated with the financial
instruments. To guard against the risk, the Company has diversified funding sources and the assets are managed with liquidity in
mind. The maturity profile is monitored to ensure that adequate liquidity is maintained.
Table below summarizes the maturity profile of the Company’s financial liabilities based on contractual undiscounted payments:
On Less than 3 to 12 1 to 5
2018 Total
Demand 3 months months Years
---------------------------------- (Rupees)----------------------------------
Long-term financing - 65,900,651 709,344,473 2,204,388,750 2,979,633,874
Trade and other payables - 1,207,729,891 1,006,941,562 - 2,214,671,453
Accrued mark-up - 115,266,647 20,382,052 - 135,648,699
Short-term borrowings - 2,712,912,351 4,340,201,545 - 7,053,113,896
- 4,101,809,540 6,076,869,632 2,204,388,750 12,383,067,922
On Less than 3 to 12 1 to 5
2017 Total
Demand 3 months months Years
---------------------------------- (Rupees)----------------------------------
Long-term financing - 38,669,804 271,564,968 712,069,453 1,022,304,225
Trade and other payables - 935,501,683 - - 935,501,683
Accrued mark-up - 48,932,340 7,433,160 - 56,365,500
Short-term borrowings - 3,348,413,238 279,178,549 - 3,627,591,787
- 4,371,517,065 558,176,677 712,069,453 5,641,763,195
The primary objective of the Company’s capital management is to maintain healthy capital ratios, strong credit rating and optimal
capital structures in order to ensure ample availability of finance for its existing and potential investment projects, to maximize
shareholders value and reduce the cost of capital.
The Company manages its capital structure and makes adjustment to it, in light of changes in economic conditions. In order to
maintain or adjust the capital structure, the Company may return capital to shareholders or issue new shares.
Fair value is the amount for which an asset could be exchanged, or a liability settled, between knowledgeable willing parties
in an arms-length transaction other than in a forced or liquidation sale. The carrying values of all financial assets and liabilities
reflected in the financial statements approximate their fair values.
Related parties of the Company comprise associates, directors and key management personnel. Transactions and balances with
related parties are disclosed in respective notes to the financial statements.
37.1 Following are the related parties with whom the Company had entered into transactions or have arrangement / agreement in place
37.1.1 None of the key management personnel had any arrangements with the Company other than the employment contract.
2018 2017
---------- (Metric Ton) ----------
38. PLANT CAPACITY AND ACTUAL PRODUCTION
38.1 Billets
38.1.1 The production capacity of Billets at Dhabeji steel melt shop was enhanced on 26 August 2017, however, it remained unutilized as
production capacity of Bars was increased from 30 April 2018.
38.2 Bars
38.2.1 Actual production is less than available capacity as Dhabeji rolling mill was operational for only 02 months during the year after its
commencement of operations on 30 April 2018.
The total number of employees and average number of employees at year end and during the year respectively are as follows:
2018 2017
-------(Number)-------
Total Factory Total Factory
Average number of employees during the year 813 616 398 228
These financial statements were authorized for issue on 11 September 2018 by the Board of Directors of the Company.
41.1 Subsequent to the year ended 30 June 2018, the Board of Directors in its meeting held on 11 September 2018 has proposed final
cash dividend @ Rs. 2.2/- per share amounting to Rs. 653.425 million (2017: Rs. 2/- per share amounting to Rs. 594.023 million)
for approval of the members at the Annual General Meeting.
42. GENERAL
42.2 Figures have been rounded off to the nearest Rupee, unless otherwise stated.
Pursuant to the directions given by the Securities and Exchange Commission of Pakistan through its SRO 787(I)/2014 dated
September 8, 2014 and SRO 470(1)/2016 dated May 31, 2016 whereby the companies are allowed to circulate their Annual
Audited Accounts (i.e. Annual Balance Sheet, Profit and Loss Account, Statements of Comprehensive Income, Cash Flow
Statement, Notes to the Financial Statements, Auditor’s and Director’s Report) alongwith Notice of the Annual General
Meetings to its members either through email at their registered e-mail address “OR” hard copy at their registered mailing
addresses.
Shareholders who wish to receive the Annual Audited Accounts alongwith Notice of the Annual General Meetings through
e-mail or hardcopy shall have to fill the below details and send the duly filled form to the Company Secretary at the Company’s
Registered Office.
I/We, being member(s) of Amreli Steels Limited, desires and hereby consent either for Option-1 “or” Option-2 to receive the
Annual Audited Accounts alongwith Notice of the Annual General Meeting(s) of Amreli Steels Limited either through e-mail
or hardcopy, in pursuance of the aforesaid two SROs.
Mailing Address:
(to receive Annual Audited Accounts and Notice of General Meeting(s) through hard copy instead of email/CD/DVD/USB)
I/We hereby confirm that the above mentioned information is correct and in case of any change therein, I/we, undertake to
immediately intimate to the Company through revised Request Form.
To: Date:
Dear Sir/Madam,
The undersigned being member of AMRELI STEELS LIMITED (the Company), hereby authorize the Company that all my cash dividend amounts
declared by the Company, from time to time, be credited into the bank account as per following details:
Folio No. / CDC Participants ID & Sub Acc. No./CDC IAS Account
Cellphone No.
Email Address.
Bank's Name
It is stated that the above mentioned information is correct that I will intimate the change in the above mentioned information to the Company
and the concerned Share Registrar as soon as these occur.
Note:
1. Please provide complete IBAN after consultation with your bank branch. In case of any error or omission in given IBAN, the Company will not be held
responsible in any manner for any loss or delay in your cash dividend payment.
2. In case of physical shares, a duly lled-in e-Dividend Mandate Form shall be submitted with the Company’s Share Registrar. While for shares held in CDC,
E-Dividend Mandate Form shall be submitted directly to member’s broker/participant/CDC as required by the Central Depository Company of Pakistan
Limited vide its Circular No. 16 of 2017 issued on August 31, 2017.
PROXY FORM
Affix
Revenue Stamp
Signature of Shareholder
WITNESS 01
Signature :
Name :
Address :
CNIC/Passport No.
WITNESS 02
Signature :
Name :
Address :
CNIC/Passport No.
Note:
1. The proxy form, duly completed and signed, must be received at the Registered Office of the Company, A-18, S.I.T.E. Karachi, not
less than 48 hours before the time of holding the meeting.
2. All members are entitled to attend and vote at the Meeting.
3. If a member appoints more than one proxy for the annual general meeting and more than one instruments of proxy are
deposited by the member with the Company, all such instruments of proxy shall be rendered invalid.
4. Members are requested to notify any changes in their address immediately.
INVESTORS’ EDUCATION
In pursuance of SRO 924(1)/2015 dated September 9th, 2015 issued by the Securities and Exchange Commission of Pakistan (SECP), the following
informational message has been reproduced to educate investors.
GLOSSARY OF TERMS