ghandhara nissan limited · mr. mohammad zia mr. muhammad ... of other vehicles under contract...
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Contents
CompanyProfile
02 04Directors'ReportEnglish
Directors'ReportUrdu
05 06BalanceSheet
07 08Statement ofCash Flows
09 10Statement ofChanges inEquity
Notes to theFinancialsStatementStandalone
ConsolidatedDirectors’ ReportEnglish
16 17ConsolidatedDirectors’ ReportUrdu
1918ConsolidatedBalance Sheet
ConsolidatedProfit & Loss
20ConsolidatedStatement ofCash Flows
ConsolidatedStatement of Changes in Equity
21 22ConsolidatedNotes to theFinancialsStatement
Profit &Loss
Company Profile
Board of Directors
Mr. Raza Kuli Khan Khattak ChairmanLt. Gen. (Retd.) Ali Kuli Khan Khattak President Mr. Ahmed Kuli Khan Khattak Chief Executive OfficerMr. Mushtaq Ahmed Khan (FCA) Mr. Jamil A. Shah Syed Haroon Rashid Mr. Mohammad Zia Mr. Muhammad Saleem Baig Mr. Polad Merwan Polad
Company Secretary
Mr. Muhammad Sheharyar Aslam
Registered Office
F-3, Hub Chowki Road, S.I.T.E., Karachi
Bankers of the Company
National Bank of Pakistan Faysal Bank Limited Habib Bank Limited Allied Bank Limited United Bank LimitedSoneri Bank Limited MCB Bank Limited The Bank of Tokyo – Mitsubishi, Ltd. Industrial & Commercial Bank of China Summit Bank Limited The Bank of Punjab The Bank of Khyber
Chief Financial Officer
Mr. Muhammad Umair
Factory
Truck / Car Plants Port Bin Qasim, Karachi
Audit Committee
Mr. Mohammad Zia ChairmanLt. Gen. (Retd.) Ali Kuli Khan Khattak MemberMr. Jamil A. Shah MemberMr. Polad Merwan Polad Member
Human Resource & Remuneration Committee
Lt. Gen. (Retd.) Ali Kuli Khan Khattak ChairmanMr. Ahmed Kuli Khan Khattak MemberMr. Muhammad Zia MemberMr. Jamil A. Shah MemberNIB Bank Limited
Askari Commercial Bank LimitedMeezan Bank LimitedBank Al Habib Limited Bank Alfalah IslamicAl Baraka Bank (Pakistan) Limited
Quarterly Report September 2017
02
Quarterly Report September 2017
03
Auditors
M/s. Shinewing Hameed Chaudhri & Co. M/s. Junaidy Shoaib AsadChartered Accountants Chartered Accountants5th Floor, Karachi Chambers 1/6, Block-6, P.E.C.H.S, Mohtarma LaeeqHasrat Mohani Road Begum Road, Off Shahrah-e-Faisal
Near Nursery Flyover, Karachi ihcaraK
Legal & Tax Advisors
Ahmed & Qazi AssociatesAdvocates & Legal Consultants404 Clifton Centre, CliftonKarachi
Shekha & MuftiChartered AccountantsC-253, P.E.C.H.S., Block 6Off Shahrah-e-FaisalKarachi
Share Registrars
T.H.K. Associates (Pvt.) Ltd.
NTN:
0802990-3
Sales Tax Registration No:
12-03-8702-001-46
1st Floor, 40-C,Block-6, P.E.C.H.SKarachi-75400
Quarterly Report September 2017
04
------------- Rupees ‘000 -------------
Directors’ ReportYour Directors are pleased to present the Quarterly Report alongwith the standalone �nancial statements of Ghandhara Nissan Limited for the First Quarter ended September 30, 2017.
Financial Results
The �nancial results for the quarter ended September 30, 2017 are summarized below:
During the quarter, sales of JAC Trucks in CBU form have started contributing to company’s revenue stream.
Related Party Transactions
All transactions with related parties have been executed at arm’s length and have been disclosed in the �nancial statements.
Future Outlook
The Company is already gearing itself to commence the local assembly of JAC Trucks in near future. With a good market repute of Dongfeng products coupled with an overwhelming response for JAC Trucks, the company will continue its focus on delivering value to its stakeholders.
The directors are also grateful to the Principals, customers, vendors and other business associates for their continued patronage and support.
For and on behalf of the Board of Directors
Revenue
Gross Pro�t
Operating Pro�t
Net Pro�t
Earnings Per Share (Rupees)
2017 2016
Quarter ended September 30
527,521
152,760
139,358
95,678
2.13
1,333,080
245,132
188,192
128,491
2.86
Karachi Dated: October 23, 2017
Ahmed Kuli Khan KhattakChief Executive Officer
Jamil A. ShahDirector
Quarterly Report September 2017
06
Condensed Interim Balance SheetAs at September 30, 2017
Note
(Un-Audited)September 30,
2017
(Audited)June 30,
2017
----------- Rupees ‘000 -----------ASSETSNon current assetsProperty, plant and equipmentIntangible assetsLong term investmentsLong term loansLong term depositsDue from Subsidiary Company
Current assetsStores, spares and loose toolsStock-in-tradeTrade debtsLoans and advancesDeposits and prepaymentsOther receivablesAccrued interest/mark-upBank balances
Non current assets classi�ed as held for saleTotal assetsEQUITY AND LIABILITIESShare capital and reservesAuthorised capital80,000,000 (June 30, 2016: 80,000,000) ordinary shares of RS.10 eachIssued, subscribed and paid-up capital45,002,500 (June 30, 2016: 45,002,500) Ordinary shares of Rs.10 each Share premiumUnappropriated pro�tTotal equitySurplus on revaluation of �xed assetsLiabilitiesNon current liabilitiesLiabilities against assets subject to �nance leaseLong term depositsDeferred liabilitiesDeferred taxation
Current liabilitiesTrade and other payablesAccrued mark-upCurrent portion of liabilities against assetssubject to �nance leaseTaxation - net
Total liabilitiesContingencies and commitmentsTotal equity and liabilties
The annexed notes from 1 to 14 form an integral part of these �nancial statements.
1,985,348 46
242,630 9,468
19,266 488,240
2,744,998
80,386 196,406 197,295
67,728 28,077 15,233
9,943 388,842 983,910
- 3,728,908
800,000
450,025 40,000
1,416,495 1,906,520
981,296
49,490 9,611
5 277,253 336,359
414,870 715
17,046
72,102 504,733 841,092
- 3,728,908
1,983,445 50
242,630 9,546
19,266 313,140
2,568,077
86,474 277,690 181,088
49,773 16,625 18,082
7,669 514,390
1,151,791 137,909
3,857,777
800,000
450,025 40,000
1,313,543 1,803,568
988,570
53,699 9,611
6 282,527 345,843
628,809 347
18,474
72,166 719,796
1,065,639 -
3,857,777
5
6
7
8
9
Ahmed Kuli Khan KhattakChief Executive Officer
Jamil A. ShahDirector
September 30,2017
September 30,2016
Condensed Interim Profit and Loss Account (Un-audited) For the Quarter ended September 30, 2017
Note ----------- Rupees ‘000 -----------
----------- Rupees ‘000 -----------
Revenue
Cost of sales
Gross pro�t
Distribution cost
Administrative expenses
Other income
Other expenses
Pro�t from operations
Finance cost
Pro�t before taxation
Taxation
Pro�t after taxation
Earnings per share - basic and diluted
The annexed notes from 1 to 14 form an integral part of these �nancial statements.
527,521
(374,761)
152,760
(11,305)
(49,694)
57,727
(10,130)
139,358
(2,675)
136,683
(41,005)
95,678
2.13
1,333,080
(1,087,948)
245,132
(10,994)
(49,758)
17,626
(13,814)
188,192
(1,973)
186,219
(57,728)
128,491
2.86
10
Quarterly Report September 2017
07
Ahmed Kuli Khan KhattakChief Executive Officer
Jamil A. ShahDirector
September 30,2017
September 30,2016
Quarterly Report September 2017
08
Condensed Interim Cash Flow StatementFor the Quarter ended September 30, 2017
----------- Rupees ‘000 -----------CASH FLOWS FROM OPERATING ACTIVITIESPro�t before taxationAdjustments for non-cash charges and other items: Depreciation and amortisation Interest income Finance cost Gain on disposal of property, plant and equipment Exchange loss Provision for gratuityOperating pro�t before working capital changes(Increase) / decrease in current assets: Stores, spares and loose tools Stock-in-trade Trade debts Loans and advances Deposit and prepayments Other receivables
Increase in trade and other payablesCash (used in)/generated from operations Gratuity and compensated absences paid Long term loans Finance cost paid Taxes paidNet Cash (used in)/ generated from operating activities
CASH FLOWS FROM INVESTING ACTIVITIES Fixed capital expenditure Proceeds from disposal of property, plant and equipment Interest income received Interest bearing advance to subsidiaryNet cash (used in) / generated from investing activities
CASH FLOWS FROM FINANCING ACTIVITIES Lease �nances - net Dividend paidNet cash generated from / (used in) �nancing activitiesNet increase/(decrease) in cash and cash equivalentsCash and cash equivalents - at beginning of the periodCash and cash equivalents - at end of the period
The annexed notes from 1 to 14 form an integral part of these �nancial statements.
136,683
24,623 (14,916)
1,970 (36,509)
- 1,921
113,772
6,088 81,284
(16,207) (17,955) (11,452)
2,849 44,607
(213,928) (55,548)
(1,922) 78
(1,602) (46,343)
(105,337)
(30,017)
177,913 12,642
(175,100) (14,562)
(5,637) (11)
(5,648) (125,548) 514,390 388,842
186,219
22,115 (12,701)
1,286 (6)
188 3,272
200,373
(3,896) 13,081
(153,550) (59,345) (56,643) 12,098
(248,255) (269,559) (317,441)
(3,283) (445)
(1,592) (38,670)
(361,431)
(7,823) 15
12,701 108,058 112,951
(2,910)
- (2,910)
(251,390) 375,408 124,017
Ahmed Kuli Khan KhattakChief Executive Officer
Jamil A. ShahDirector
Condensed Interim Statement of Changes in Equity (Un-audited) For the Quarter ended September 30, 2017
------------------------------ Rupees ‘000 ------------------------------
Balance as at 1 July, 2016 - Audited
Transaction with owners
Pro�t for the periodOther comprehensive loss
Surplus on revaluation of �xed assets realised during the period(net of deferred taxation) on account of incremental depreciation
Balance as at Sept 30, 2016 - Unaudited
Balance as at 1 July, 2017 - Audited
Final dividend for the year ended June 30, 2017
Pro�t for the periodOther comprehensive loss
Surplus on revaluation of �xed assets realised during the period(net of deferred taxation) on account of incremental depreciation
Balance as at Sept 30, 2017
The annexed notes from 1 to 14 form an integral part of these �nancial statements.
Share capital
Sharepremium
TotalUnappro-priated
pro�t
450,025
- - -
-
450,025
450,025
- - -
-
450,025
40,000
- - -
-
40,000
40,000
- - -
-
40,000
1,111,191
128,491 -
128,491
7,273
1,246,956
1,313,543
-
95,678 -
95,678
7,274
1,416,495
1,601,216
128,491 -
128,491
7,273
1,736,981
1,803,568
-
95,678 -
95,678
7,274
1,906,520
Ahmed Kuli Khan KhattakChief Executive Officer
Jamil A. ShahDirector
Quarterly Report September 2017
09
Quarterly Report September 2017
10
Notes to the Condensed Interim Financial Information (Un-audited) For the Quarter ended September 30, 2017
1. THE COMPANY AND ITS OPERATIONS
Ghandhara Nissan Limited (the Company) was incorporated on August 8, 1981 in Pakistan as a private limited company and subsequently converted into a public limited company on May 24, 1992. The Company is a subsidiary of Bibojee Services (Private) Limited (which holds 62.32% (June 30, 2016: 62.32%) issued, subscribed and paid-up capital of the Company). The registered o�ce of the Company is situated at F-3, Hub Chauki Road, S.I.T.E., Karachi. Its manufacturing facilities are located at Port Qasim, Karachi. The Company's shares are listed on Pakistan Stock Exchange Limited.
The principal business of the Company is assembly / progressive manufacturing of Nissan passenger Cars, UD Trucks and Buses, JAC trucks import and sale, import and marketing of Nissan vehicles, import and sale of Dongfeng Complete Built-up Trucks and assembly of other vehicles under contract agreement.
2. BASIS OF PREPARATION
The Companies Act, 2017 has been promulgated with e�ect from May 31, 2017, however the Securities and Exchange Commission of Pakistan (SECP) through its Circular # 23 of 2017 dated October 4, 2017 (the Circular), has directed the companies whose �nancial year ends on or before December 31, 2017 shall prepare their �nancial statements in accordance with the provisions of the repealed Companies Ordinance, 1984 (the Ordinance). Further, The Institute of Chartered Accountants of Pakistan through its Circular # 17 of 2017 dated October 6, 2017, has issued clari�cation on the Circular and stated that preparation of �nancial statements in accordance with the Ordinance includes:
- Annual �nancial statements of companies whose �nancial year closes on or before December 31, 2017; and - Interim �nanacial statements of companies for the periods ending on or before December 31, 2017. This condensed interim �nancial information of the Company for the quarter ended September 30, 2017 is un-audited and has been prepared in accordance with the requirements of the International Accounting Standard 34 - 'Interim Financial Reporting' and provisions of and directives issued under the Companies Ordinance, 1984 (the Ordinance). In case where requirements di�er, the provisions of or directives issued under the Ordinance have been followed. This condensed interim �nancial information does not include all the information required for annual �nancial statements and therefore should be read in conjunction with the audited annual �nancial statements of the Company for the year ended June 30, 2017. 3. ACCOUNTING POLICIES
The accounting policies and the methods of computation adopted in the preparation of this condensed interim �nancial information are consistent with those applied in the preparation of audited annual �nancial statements for the year ended June 30, 2017. There are certain new International Financial Reporting Standards (standards), amendments to published standards and interpretations that are mandatory for the �nancial year beginning on July 1, 2017. These considered not to be relevant or to have any signi�cant e�ect on the Company's �nancial reporting and operations and are, therefore, not disclosed in this condensed interim �nancial information. 4. ACCOUNTING ESTIMATES AND JUDGEMENTS The preparation of condensed interim �nancial information requires management to make judgements, estimates and assumptions that a�ect the application of accounting policies and the reported amounts of assets and liabilities, income and expenses. Actual results may di�er from these estimates. In preparing this condensed interim �nancial information, the signi�cant judgements made by management in applying the Company’s accounting policies and the key sources of estimation and uncertainty were the same as those that applied to the audited annual �nancial statements for the year ended June 30, 2017.
Quarterly Report September 2017
11
Notes to the Condensed Interim Financial Information (Un-audited) For the Quarter ended September 30, 2017
Note
(Un-Audited)September 30,
2017
(Audited)June 30,
2017
----------- Rupees ‘000 -----------
5.1
5.1.1
1,893,151
92,197
1,985,348
1,920,332
63,113 1,983,445
5. PROPERTY, PLANT AND EQUIPMENT Operating �xed assets CWIP
1,920,332
933
(3,495)
(24,619)
1,893,151
-
317
85
-
-
305
-
226
933
1,846,454
309,256
(140,203)
(95,175)
1,920,332
207,980
39,442
14,710
4,300
32,523
6,188
3,042
1,071
309,256
5.1 Operating �xed assets Net book value at beginning of the period / year Additions during the period / year Disposals, costing Rs.6,378 thousand (June 30, 2017: Rs.172,393 thousand) - at net book value Depreciation charge for the period / year Net book value at end of the period / year
5.1.1 Additions to property, plant and equipment during the period / year: Leasehold land Plant and machinery Furniture and �xtures Assembly Jigs Vehicles-Owned Vehicles-Leased Other equipment O�ce equipment Computers
Quarterly Report September 2017
12
Notes to the Condensed Interim Financial Information (Un-audited) For the Quarter ended September 30, 2017
(Un-Audited)September 30,
2017
(Audited)June 30,
2017
----------- Rupees ‘000 -----------
149,995
92,635
1,875
(1,875)
-
242,630
149,995
92,635
1,875
(1,875)
-
242,630
6. LONG TERM INVESTMENTS Subsidiary Company - at cost Ghandhara DF (Private) Limited 14,999,500 (June 30, 2017: 14,999,500) ordinary shares of Rs.10 each Equity held: 99.99% (June 30, 2017: 99.99%) Break-up value per share on the basis of latest �nancial statements is Rs.18.32(June 30, 2016: Rs.24.05) Associated Company - at cost Ghandhara Industries Limited 5,166,168 (June 30, 2016: 5,166,168) ordinary shares of Rs.10 each Equity held: 24.25% (June 30, 2017: 24.25%) Fair value: Rs.2,576.161 million (June 30, 2017: 3,358.577 million) Others - available for sale Automotive Testing & Training Center (Private) Limited 187,500 (June 30, 2017: 187,500) ordinary shares of Rs.10 each - cost Provision for impairment
7. DUE FROM SUBSIDIARY COMPANY - Interest bearing, unsecured The Company, during the period, approved cash advance limit of Rs.800 million to Ghandhara DF (Private) Limited (Subsidiary Company) for its working capital requirements. This advance is unsecured and has been granted for a period of three years. It carries mark-up at rate of six months KIBOR +3.00% and is receivable on quarterly basis .
----------- Rupees ‘000 -----------8. BANK BALANCES Cash at banks in: - current accounts - deposits accounts - term deposits receipts Provision for doubtful bank balances
81,237 10,517
301,000 392,754
(3,912)
388,842
202,785 10,517
305,000 518,302
(3,912)
514,390
Quarterly Report September 2017
13
Notes to the Condensed Interim Financial Information (Un-audited) For the Quarter ended September 30, 2017
Note
(Un-Audited)September 30,
2017
(Audited)June 30,
2017
----------- Rupees ‘000 -----------
----------- Rupees ‘000 -----------
----------- Rupees ‘000 -----------
10.1
89 16
457
35 16
259
9.2 Commitment in respect of irrevocable letters of credit 9.3 Outstanding bank guarantees 9.4 Corporate guarantee against letter of credit to banks utilised by subsidiary company
10. COST OF SALES
Finished goods at beginning of the period Cost of goods manufactured Purchases - trading goods Finished goods at end of the period
10.1 Cost of goods manufactured Raw materials and components consumed Factory overheads
213,001
133,876
141,098
274,974
487,975
(113,214)
374,761
-
133,876
133,876
898,520
133,253
1,031,773
113,586
1,031,773
19,650
1,051,423
1,165,009
(77,061)
1,087,948
Quarterly Report September 2017
14
Notes to the Condensed Interim Financial Information (Un-audited) For the Quarter ended September 30, 2017
Un-audited Quarter ended
----------- Rupees ‘000 -----------
11. TRANSACTIONS WITH RELATED PARTIES 11.1 Signi�cant transactions with related parties are as follows:
September 30,2017
Name Nature oftransaction September 30,
2016
(i) Holding Company Bibojee Services (Private Limited
(ii) Subsidiary Company
Ghandhara DF (Private) Ltd
(iii) Associated Companies
The General Tyre and Rubber Company of Pakistan Limited
Ghandhara Industries Limited
Gammon Pakistan Limited
(iv) Others
UD Trucks Corporation,
Staff provident fund
Key management personnel
Rent of Corporate OfficeRent of showroom
(ii) Subsidiary Company
Contract assembly charges Advance for issue of shares Sale of parts Purchase of parts Interest bearing advance Repayment against long-term advance Mark-up accrued on advance Guarantee commission
Purchase of tyres
Contract assembly chargesPurchase of partsSale of partsBody fabricationRent of Head OfficeOffice rent
RoyaltyPurchases of complete knock down kitsContribution made
Remuneration and other benefits
1,500-
118,855-
2,39244
558,200368,100
9,8031,130
-
219,37536-
660750
-
-1,969
17,310
1,3503,000
7,634-
169265
223,742331,800
11,064739
13,582
53,633-3
676-
750
-
4,307697,531
1,757
19,215
Ahmed Kuli Khan KhattakChief Executive Officer
Jamil A. ShahDirector
Quarterly Report September 2017
15
Notes to the Condensed Interim Financial Information (Un-audited) For the Quarter ended September 30, 2017
(Un-Audited)September 30,
2017
(Audited)June 30,
2017
----------- Rupees ‘000 -----------
45,210 221 864
7,528
17,088
11.2 Period / year end balances are as follows: Receivables from related parties Trade debts Loans and advances Other receivables Accrued markup Payable to related parties Trade and other payables
114,683 242
1,130 9,803
26,621
12. FINANCIAL RISK MANAGEMENT
The Company's activities expose it to a variety of �nancial risks: credit risk, liquidity risk and market risk (including currency risk, interest rate risk and other price risk). The condensed interim �nancial information does not include all �nancial risk management information and disclosures required in the audited annual �nancial statements and should be read in conjunction with the audited annual �nancial statement for the year ended June 30, 2017. There has been no change in Company's sensitivity to these risks since June 30, 2017 except for general exposure to �uctuations in foreign currency and interest rates. There have been no change in the risk management policies during the period. There have been no signi�cant changes in the business or economic circumstances during the period that would have a�ected the fair values of the �nancial assets of the Company. Further, no re-classi�cations in the categories of �nancial assets have been made since June 30, 2017.
13. CORRESPONDING FIGURES
In order to comply with the requirements of International Accounting Standard 34 - 'Interim Financial Reporting', corresponding �gures in the condensed interim balance sheet comprise of balances as per the audited annual �nancial statements of the Company for year ended June 30, 2017 and the corresponding �gures in the condensed interim pro�t and loss account, condensed interim cash �ow statement and condensed interim statement of changes in equity comprise of balances of comparable period as per the condensed interim �nancial information of the Company for the quarter ended September 30, 2016.
14. DATE OF AUTHORIZATION FOR ISSUE This condensed interim �nancial information was authorized for issue on October 23, 2017 by the Board of Directors of the Company.
Quarterly Report September 2017
16
Directors’ ReportThe directors are pleased to present their report together with consolidated �nancial statements of Ghandhara Nissan Limited (GNL) and its subsidiary Ghandhara DF (Pvt.) Limited (GDFPL) for the quarter ended 30th September 2017.
The Company has annexed consolidated �nancial statements alongwith its standalone �nancial statements in accordance with the requirements of the International Financial Reporting Standard-10 (Consolidated Financial Statements).
The consolidated �nancial statements show turnover of Rs.984.3 million, gross pro�t of Rs.237.4 million and pro�t after tax of Rs.182.6 million for the period ended 30th September 2017.
The above performance has been achieved as a result of signi�cant contribution from the Dongfeng trucks, commencement of sales of model X-200 of JAC and substantial increase in the contract assembly business.
Ghandhara DF (Pvt.) Limited
GDFPL has shown a substantial improvement during the quarter. The revenue has increased by 57% to Rs.478.0 million during the quarter. This is a result of overwhelming e�orts by GDFPL in promoting the Chinese brand nationwide and providing the customers with quality and after sales service.
For and on behalf of the Board of Directors
Karachi Dated: October 23, 2017
Ahmed Kuli Khan KhattakChief Executive Officer
Jamil A. ShahDirector
Quarterly Report September 2017
18
Condensed Interim Consolidated Balance SheetAs at September 30, 2017
Note
(Un-Audited)September 30,
2017
(Audited)June 30,
2017
----------- Rupees ‘000 -----------ASSETS Non current assets Property, plant and equipment Intangible assets Long term investments Long term loans Long term deposits Current assets Stores, spares and loose tools Stock-in-trade Trade debts Loans and advances Deposits and prepayments Other receivables Taxation - net Cash and bank balances Non current asset classi�ed as held for sale Total assets EQUITY AND LIABILITIES Share capital and reserves Authorised capital 80,000,000 (June 30, 2017: 80,000,000) ordinary shares of Rs.10 each Issued, subscribed and paid-up capital 45,002,500 (June 30, 2017: 45,002,500) ordinary shares of Rs.10 each Share premium Items credit directly in equity by an Associate Unappropriated pro�tEquity attributable to shareholders of the Holding Company Non-controlling interest Total equity Surplus on revaluation of �xed assets Liabilities Non current liabilities Liabilities against assets subject to �nance lease Long term deposits Deferred liabilities Deferred taxation
Current liabilities Trade and other payables Accrued mark-up Current portion of liabilities against assets subject to �nance lease Taxation - net Total liabilities Contingencies and commitments Total equity and liabilities
The annexed notes 1 to 13 form an integral part of this consolidated condensed interim �nancial information.
1,993,439 237
897,497 9,468
19,266 2,919,907
80,386 804,018 666,202
72,154 49,732 94,575 13,241
437,528 2,217,836
- 5,137,743
800,000
450,025 40,000 68,903
2,007,951 2,566,879
31 2,566,910 1,382,153
82,675 9,611
5 277,612 369,903
781,626 715
36,436 -
818,777 1,188,680
5,137,743
1,992,030 258
857,012 9,546
19,266 2,878,112
86,474 699,540 516,167
51,235 31,372 89,761
- 573,693
2,048,242 137,909
5,064,263
800,000
450,025 40,000 68,426
1,818,045 2,376,496
26 2,376,522 1,389,904
92,194 9,611
6 282,843 384,654
870,479 347
38,313 4,044
913,183 1,297,837
5,064,263
6
7
8
Ahmed Kuli Khan KhattakChief Executive Officer
Jamil A. ShahDirector
September 30,2017
September 30,2016
Condensed Interim Consolidated Profit and Loss Account (Un-audited) For the Quarter ended September 30, 2017
Note ----------- Rupees ‘000 -----------
Quarter ended
----------------- Rupees -----------------
Revenue Cost of sales Gross pro�t Distribution cost Administrative expenses Other income Other expenses Pro�t from operations Finance cost
Share of pro�t of an Associate Pro�t before taxation Taxation Pro�t after taxation Other comprehensive income Items that will not be reclassi�ed to pro�t or loss Total comprehensive income for the year Attributable to: - Shareholders of the Holding Company - Non-controlling interest
Earnings per share - basic and diluted
The annexed notes 1 to 13 form an integral part of this consolidated condensed interim �nancial information.
984,264
(746,819)
237,445
(13,037)
(55,434)
46,942
(10,130)
205,786
(2,712)
203,074
40,485
243,559
(60,922)
182,637
-
182,637
182,632
5
182,637
4.06
1,629,543
(1,342,267)
287,276
(11,532)
(50,833)
6,545
(13,814)
217,643
(2,256)
215,387
58,650
274,037
(66,675)
207,361
-
207,361
207,361
-
207,361
4.61
9
10
Quarterly Report September 2017
19
Ahmed Kuli Khan KhattakChief Executive Officer
Jamil A. ShahDirector
Quarterly Report September 2017
20
Condensed Interim Consolidated Cash Flow Statement (Un-audited) For the Quarter ended September 30, 2017
Ahmed Kuli Khan KhattakChief Executive Officer
Jamil A. ShahDirector
September 30,2017
September 30,2016
----------- Rupees ‘000 -----------CASH FLOWS FROM OPERATING ACTIVITIESPro�t before taxationAdjustments for non-cash charges and other items: Depreciation and amortisation Interest income Finance cost Amortization of gain on sale and lease back Gain on disposal of property, plant and equipment Exchange loss Share of pro�t of an Associated Company Provision for gratuityOperating pro�t before working capital changes(Increase) / decrease in current assets: Stores, spares and loose tools Stock-in-trade Trade debts Loans and advances Deposit and prepayments Other receivables
Increase/(decrease) in trade and other payablesCash (used)/generated from operations Gratuity and compensated absences paid Long term loans Finance cost paid Taxes paidNet cash (used)/generated from operating activities
CASH FLOWS FROM INVESTING ACTIVITIES Fixed capital expenditure Proceeds from disposal of property, plant and equipment Interest income received Interest bearing advance to subsidiaryNet cash used in investing activities
CASH FLOWS FROM FINANCING ACTIVITIES Lease �nances - net Dividend paidNet cash generated from/(used in) �nancing activitiesNet decrease in cash and cash equivalentsCash and cash equivalents - at beginning of the periodCash and cash equivalents - at end of the period
The annexed notes 1 to 13 form an integral part of this consolidated condensed interim �nancial information.
243,559
25,134 (10,433)
2,712 (1)
(36,509) -
(40,485) 1,921
185,898
6,088 (104,478) (150,035)
(20,919) (18,360)
(4,814) (292,518)
(88,853)(195,473)
(1,922) 78
(2,344) (83,438)
(283,099)
(30,017) 177,913
10,445 -
158,341
(11,396) (11)
(11,407) (136,165) 573,693 437,528
274,037
22,668 (12,701) 13,372
- (6)
188 (58,650)
2,968 241,877
(3,896) 267,958 (145,044)
(59,345) (152,987)
31,178 (62,135)
(468,642)(288,900)
(3,283) (445)
(13,677) (52,724)
(359,030)
(7,823) 15
12,699 108,058 112,949
(2,910) -
(2,910) (248,991) 394,789 145,798
Quarter ended
Condensed Interim Consolidated Statement of Changes in Equity (Un-audited)
For the Quarter ended September 30, 2017
----------------------------------------- Rupees ‘000 -----------------------------------------
Balance as at 1 July, 2016
Total comprehensive income for the quarter ended September 30, 2016Pro�t for the periodOther comprehensive income
Surplus on revaluation of �xed assets realised during the period (net of deferred taxation) on account of incremental depreciationE�ect of item directly credited in equity by an Associated CompanyBalance as at 30 September, 2016 Balance as at 1 July, 2017
Total comprehensive income for the quarter endedSeptember 30, 2017
Pro�t for the periodOther comprehensive income
Surplus on revaluation of �xed assets realised during the period (net of deferred taxation) on account of incremental depreciationE�ect of item directly credited in equity by an Associated Company
Balance as at 30 September, 2017
The annexed notes 1 to 13 form an integral part of this consolidated condensed interim �nancial information.
Share capital
Sharepremium
Total Non-controlling
interest
Unappro-priated
pro�t
Item credited directly in
equity by anAssociate
Ahmed Kuli Khan KhattakChief Executive Officer
Jamil A. ShahDirector
Quarterly Report September 2017
21
450,025
- - -
-
- 450,025
450,025
- -
-
-
-
450,025
1,863,095
207,361 -
207,361
7,273
477 2,078,206
2,376,496
182,632 -
182,632
7,274
477
2,566,879
11
- - -
- -
11
26
5 -
5
-
-
31
40,000
- - -
-
- 40,000
40,000
- -
-
-
-
40,000
66,516
- - -
-
477 66,993
68,426
- -
-
-
477
68,903
1,306,554
207,361 -
207,361
7,273
- 1,521,188
1,818,045
182,632 -
182,632
7,274
-
2,007,951
Quarterly Report September 2017
22
Notes to the Condensed Consolidated Interim Financial InformationFor the Quarter ended September 30, 2017
1. THE GROUP AND ITS OPERATIONS 1.1 The Group consists of Ghandhara Nissan Limited (the Holding Company) and Ghandhara DF (Private) Limited (the Subsidiary Company). 1.2 Ghandhara Nissan Limited Ghandhara Nissan Limited (the Holding Company) was incorporated on August 8, 1981 in Pakistan as a private limited company and subsequently converted into a public limited company on May 24, 1992. The registered o�ce of the Holding Company is situated at F-3, Hub Chuki Road, S.I.T.E., Karachi. Its manufacturing facilities are located at Port Qasim, Karachi. The Holding Company's shares are listed on Pakistan Stock Exchange Limited. Bibojee Services (Private) Limited is the ultimate holding company of the Group.
The principal business of the Holding Company is assembly / progressive manufacturing of Nissan passenger Cars, UD Trucks and Buses, JAC trucks import and sale, import and marketing of Nissan vehicles, import and sale of Dongfeng Complete Built-up Trucks and assembly of other vehicles under contract agreement. 1.3 Ghandhara DF (Private) Limited Ghandhara DF (Private) Limited (the Subsidiary Company) was incorporated on June 25, 2013 in Pakistan as a private limited company. The registered o�ce of the Subsidiary Company is situated at F-3, Hub Chuki Road, S.I.T.E., Karachi. The principal business of the Subsidiary Company is to carry-out CKD operations of Dongfeng vehicles. It has outsourced assembly of the vehicles to the Holding Company. 2. BASIS OF PREPARATION 2.1 The Companies Act, 2017 has been promulgated with e�ect from May 30, 2017. However, as per the requirements of Circular # 23 of 2017 dated October 4, 2017 issued by the Securities and Exchange Commission of Pakistan (SECP) and related clari�cation issued by the Institute of Chartered Accountants of Pakistan through its Circular # 17 of 2017 dated October 6, 2017, companies whose �nancial year, including quarterly and other interim period, closes on or before December 31, 2017, shall prepare their �nancial statements, including interim �nancial statements in accordance with the provisions of the repealed Companies Ordinance, 1984 (the Ordinance). 2.2 This consolidated condensed interim �nancial information is unaudited and has been prepared in accordance with the requirements of the International Accounting Standard 34 - 'Interim Financial Reporting' and provisions of and directives issued under the Ordinance. In the case where requirements di�er, the provisions of or directives issued under the Ordinance have been followed. This consolidated condensed interim �nancial information does not include all the information required for annual �nancial statements and therefore should be read in conjunction with the audited annual consolidated �nancial statements of the Group for the year ended June 30, 2017.
3. PRINCIPLES OF CONSOLIDATION These consolidated �nancial statements include the �nancial statements of Holding Company and its Subsidiary Company. The Holding Company's direct interest in the Subsidiary Company is 99.99% as at September 30, 2017 ( June 30, 2017: 99.99%).
Consolidated �nancial information combines like items of assets, liabilities, equity, income, expenses and cash �ows of the Holding Company with those of its Subsidiary, o�set (eliminate) the carrying amount of the Holding Company's investment in Subsidiary and the Holding Company's portion of equity of Subsidiary and eliminate in full intragroup assets and liabilities, equity, income, expenses and cash �ows relating to transactions between entities of the Group. Non-controlling interest is equity in the Subsidiary Company not attributable, directly or indirectly, to the Holding Company.
Notes to the Condensed Consolidated Interim Financial InformationFor the Quarter ended September 30, 2017
4. ACCOUNTING POLICIES
The signi�cant accounting policies and the methods of computation adopted in the preparation of this condensed interim �nancial information are consistent with those applied in the preparation of audited annual �nancial statements for the year ended June 30, 2017.
There are certain International Financial Reporting Standards, amendments to published standards and interpretations that are mandatory for the �nancial year beginning on July 1, 2017. These are considered not to be relevant or to have any signi�cant e�ect on Group's �nancial reporting and operations and are, therefore, not disclosed in the consolidated condensed interim �nancial information. 5. ACCOUNTING ESTIMATES AND JUDGEMENTS The preparation of this consolidated condensed interim �nancial information in conformity with the approved accounting standards requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group's accounting policies. Estimates and judgements are continually evaluated and are based on historical experience and other factors, including the expectation of future events that are believed to be reasonable under the circumstances. Actual results may di�er from these estimates.
During the preparation of this consolidated condensed interim �nancial information, the signi�cant judgements made by management in applying the Group's accounting policies and the key sources of estimation and uncertainty were the same as those that applied to the audited annual consolidated �nancial statements of the Group for the year ended June 30, 2017.
6. PROPERTY, PLANT AND EQUIPMENT
. Operating �xed assets Capital work-in-progress includes: Building Plant and machinery Vehicles
v
Quarterly Report September 2017
23
Note
(Un-Audited)September 30,
2017
(Audited)June 30,
2017
----------- Rupees ‘000 -----------
5.1
5.1.1
1,901,242
79,721
5,797
6,679
92,197
1,993,439
1,928,917
50,637
5,797
6,679
63,113
1,992,030
6.1 Operating �xed assets Book value at beginning of the period / year Additions during the period / year Disposals costing Rs.6,378 thousand (June 30, 2017: Rs.9,669 thousand) - at book value Assets classi�ed as held for sale costing Rs.Nil (June 30, 2017: Rs. 162,724 thousand) - at book value Depreciation charge for the period / year Book value at end of the period / year
1,928,917 933
(3,495)
- (25,113)
1,901,242
1,857,185 309,256
(2,294)
(137,909) (97,321)
1,928,917
Quarterly Report September 2017
24
Notes to the Condensed Consolidated Interim Financial InformationFor the Quarter ended September 30, 2017
6.2 Additions to operating �xed assets, including transfer from capital work-in-progress, during the period / year were as follows: Leasehold land Plant and machinery Furniture and �xtures Vehicles - owned - leased Other equipment O�ce equipment Computers
7. LONG TERM INVESTMENTS Associate - equity accounted investment Others - available for sale
7.1 Associated Company - equity accounted investment Ghandhara Industries Limited
Balance at beginning of the period / year Share of pro�t / OCI for the period / year Share of revaluation during the period / year Dividend received during the period / year Balance at end of the period / year
-
317
85
- -
305
-
226 933
897,497
- 897,497
857,012
40,485
-
-
897,497
207,980
39,442
14,710
4,300 32,523
6,188
3,042
1,071 309,256
857,012
- 857,012
647,079
210,784
50,811
(51,662)
857,012
(Un-Audited)September 30,
2017
(Audited)June 30,
2017
----------- Rupees ‘000 -----------
7.1.1 Investment in Ghandhara Industries Limited (GIL) represents 5,166,168 (June 30, 2017: 5,166,168) fully paid ordinary shares of Rs.10 each representing 24.25% (June 30, 2017: 24.25%) of its issued, subscribed and paid-up capital as at June 30, 2017. GIL was incorporated on February 23, 1963 and its shares are quoted on Pakistan Stock Exchange Limited. The principal activity of GIL is the assembly, progressive manufacturing and sale of Isuzu trucks and buses. 7.1.2 The above �gures are based on audited �nancial statements of GIL as at June 30, 2017. The latest �nancial statements of GIL as at September 30, 2017 are not presently available.
Notes to the Condensed Consolidated Interim Financial InformationFor the Quarter ended September 30, 2017
7.1.3 The market value of investment as at September 30, 2017 was Rs.2,576.161 million (June 30, 2017: Rs.3,358.577 million).
7.2 Others - available for sale
v
Quarterly Report September 2017
25
Note
(Un-Audited)September 30,
2017
(Audited)June 30,
2017
----------- Rupees ‘000 -----------
Note
(Un-Audited)September 30,
2017
(Audited)June 30,
2017
----------- Rupees ‘000 -----------
Note
(Un-Audited)September 30,
2017
(Audited)June 30,
2017
----------- Rupees ‘000 -----------
1,875
(1,875)
-
1,875
(1,875)
-
Automotive Testing & Training Centre (Private) Limited 187,500 (June 30, 2017: 187,500) ordinary shares of Rs.10 each - cost Provision for impairment
8. CONTINGENCIES AND COMMITMENTS 8.1 Contingencies 8.1.1 There is no change in status of the contingencies as disclosed in note 26.1 of the audited annual �nancial statements of the Group for the year ended June 30, 2017.
8.1.2 Guarantees issued by banks on behalf of the Holding Company 8.2 Commitment Commitments in respect of capital expenditure, raw materials and components through con�rmed letters of credit
15,787
342,612
302,797
497,973
141,098
639,071 941,868
(195,049)
746,819
165,813
1,303,953
19,427
1,323,380 1,489,193
(146,926)
1,342,267
15,787
294,243
9. COST OF SALES
Opening stock of �nished goods
Cost of goods manufactured
Purchases
Closing stock of �nished goods
9.1
Notes to the Condensed Consolidated Interim Financial InformationFor the Quarter ended September 30, 2017
9.1 Cost of goods manufactured
Raw materials and components consumed
Factory overheads
365,152
132,821
497,973
1,169,888
134,065
1,303,953
(Un-Audited)September 30,
2017
(Audited)June 30,
2017
----------- Rupees ‘000 -----------
10. This include gain on disposal of lease hold land during the period amounting Rs.36,509 thousand. 11. TRANSACTIONS WITH RELATED PARTIES
11.1 Signi�cant transactions with related parties are as follows:
Quarterly Report September 2017
26
Name
(i) Ultimate Holding Company Bibojee Services (Private) Limited (ii) Associated Companies The General Tyre and Rubber Company of Pakistan Limited Ghandhara Industries Limited Gammon Pakistan Limited (iii) Others UD Trucks Corporation, Japan Sta� provident fund Key management personnel
Rent of corporate o�ceRent of showroom
Purchase of tyres, tubes and �aps Contract assembly Body fabrication Sales of parts Purchase of parts O�ce rent Rent of Rawalpindi o�ce
Royalty Purchases of complete knock down kits Contribution made Remuneration and other short term bene�ts
3,000 -
8,871
219,375
5,831 2,879
660
750
-
-
1,969
18,210
1,380 3,000
13,582
53,633 676
3 - -
750
4,307
697,531
1,757
19,815
Nature of transaction
Quarter ended September 30,
2017 2016----------- Rupees ‘000 -----------
Notes to the Condensed Consolidated Interim Financial InformationFor the Quarter ended September 30, 2017
11.2 Period / year end balances are as follows:
Receivables from related parties Trade debts Loan and advances Deposits and prepayments
Payable to related parties Trade and other payables These are in the normal course of business and are settled in ordinary course of business.
12. CORRESPONDING FIGURES
In order to comply with the requirements of International Accounting Standard 34 - 'Interim Financial Reporting', corresponding �gures in the consolidated condensed interim balance sheet comprise of balances as per the audited annual �nancial statements of the Group for year ended June 30, 2017 and the corresponding �gures in the consolidated condensed interim pro�t and loss account, consolidated condensed interim cash �ow statement and consolidated condensed interim statement of changes in equity comprise of balances of comparable period as per the consolidated condensed interim �nancial information of the Group for the quarter year ended September, 30, 2016.
13. DATE OF AUTHORIZATION
This consolidated condensed interim �nancial information was authorized for issue on October 23, 2017 by the Board of Directors of the Holding Company.
v
Quarterly Report September 2017
27
Note
(Un-Audited)September 30,
2017
(Audited)June 30,
2017
----------- Rupees ‘000 -----------
87,969 1,005
-
43,469
28,578 221 708
52,733
Ahmed Kuli Khan KhattakChief Executive Officer
Jamil A. ShahDirector
Karachi Dated: October 23, 2017
Ghandhara Nissan Limited
F-3, Hub Chowki Road, S.I.T.E., Karachi-75730Tel: 021-32556901 - 10 UAN: 111-190-190 Fax: 021-32556911 - 12
Email: [email protected] Web: www.ghandhara.com.pk