Nissan
Nissan
Nissan
REPORT 22
During his career as a soldier, he rose swiftly through the ranks to become the Chief of
Staff of the Pakistan Army at the young age of 45. He was mentioned in dispatches for
gallantry in the Second World War and was later awarded Sitara-e-Pakistan and the
American Legion of Merit. He retired from the Pakistan Army in December 1959 at the
young age of 46 but instead of resting on his laurels, he soon embarked upon a new
career as an industrialist, which was to bring him even greater fame and respect.
Core Values:
- Perseverance
- Dynamism
- Professionalism
The business empire of General Habibullah was built on the above-mentioned core
values and with his innate knack of identifying sick units and expertly reviving
them he made his Group emerge as one of the fastest growing industrial
conglomerates of Pakistan. A man of vision, General Habibullah developed
an informed insight into Pakistan's economy and was blessed with the Midas
touch, essential for successful entrepreneurship. He is also credited with
introducing the trend of professional management which was subsequently
emulated by other Pakistani business houses. He believed that Human
Resource is the most important and lasting asset of any business.
Philanthropy
The Love of Giving Back
In addition to being a gifted entrepreneur, General Habibullah was
also a great philanthropist who believed in generously giving back
to his country - his expertise, experience and financial resources.
It was in that spirit that he founded the Waqf-e-Kuli Khan (WKK)
in memory of his late father. WKK promotes education and is
a fine example of Corporate Social Responsibility which has
benefitted thousands of deserving students. The General
was also a well-known animal lover, who established The
Pakistan Wildlife Conservation Foundation (PWCF) for
supporting wildlife in Pakistan. General Habibullah
passed away on December 23, 1994 leaving behind a
legacy of dynamic leadership, brilliant foresight and
exceptional business acumen.
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Ghandhara Nissan Limited
Mission
As a customer oriented Company, provide highest level of customer
satisfaction.
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Ghandhara Nissan Limited
Corporate Information
Board of Directors Bankers of the Company
Lt. Gen. (Retd.) Ali Kuli Khan Khattak Chairman National Bank of Pakistan
Mr. Ahmad Kuli Khan Khattak Chief Executive Officer Faysal Bank Limited
Mrs. Shahnaz Sajjad Ahmad Habib Bank Limited
Allied Bank Limited
Mr. Sikandar Kuli Khan Khattak
United Bank Limited
Mr. Mohammad Zia Soneri Bank Limited
Syed Haroon Rashid MCB Bank Limited
Mr. Muhammad Saleem Baig Standard Chartered Bank (Pakistan) Limited
Mr. Polad Merwan Polad Industrial & Commercial Bank of China
Mr. Salman Rasheed (FCA) The Bank of Punjab
Mr. Muhammad Jawaid Iqbal (CFA) The Bank of Khyber
Meezan Bank Limited - (Shariah)
Bank Al Habib Limited
Chief Financial Officer Bank Alfalah Islamic - (Shariah)
Mr. Haroon Ahmed Zuberi JS Bank Limited
Samba Bank Limited
Company Secretary Bank Islami Pakistan Limited
Dubai Islamic Bank Pakistan Limited - (Shariah)
Mr. Muhammad Sheharyar Aslam (ACA)
Habib Metropolitan Bank Limited
MCB Islamic Bank Limited - (Shariah)
Audit Committee
Mr. Polad Merwan Polad Chairman NTN: 0802990-3
Lt. Gen. (Retd.) Ali Kuli Khan Khattak Member
Mr. Salman Rasheed (FCA) Member Sales Tax Registration No: 12-03-8702-001-46
Mr. Muhammad Zia Member
Mr. Muhammad Saleem Baig Member Share Registrars
CDC Share Registrar Services Ltd.
CDC House, 99-B, Block-B
Human Resource & S.M.C.H.S., Main Shahra-e-Faisal
Remuneration Committee Karachi.
Mr. Muhammad Jawaid Iqbal (CFA) Chairman Legal & Tax Advisors
Mr. Ahmad Kuli Khan Khattak Member M/s. L E X F I R M A
Mrs. Shahnaz Sajjad Ahmad Member Advocates, Barristers & Legal Consultants
Mr. Mohammad Zia Member 418, Continental Trade Centre, Clifton, Karachi.
Mr. Polad Merwan Polad Member
M/s. Shekha & Mufti
Chartered Accountants
Auditors C-253, PECHS., Block 6, Off Shahrah-e-Faisal, Karachi.
M/s. Shinewing Hameed Chaudhri & Co.
Chartered Accountants Registered Office
5th Floor, Karachi Chambers, Hasrat Mohani Road, Karachi F-3, Hub Chowki Road, S.I.T.E., Karachi
Factory
Truck / Car Plants
Port Bin Qasim, Karachi
Regional Offices
First Floor, Laban’s Arcade 400/2, Gammon House
Main Canal Road, Lahore Peshawar Road Rawalpindi Cantt.
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Ghandhara Nissan Limited
Shareholders’ Information
REGISTERED OFFICE DATES OF BOOK CLOSURE
F-3, Hub Chowki Road, SITE, Karachi The register of the members and shares transfer books
Tel: (92-21) 32556901-10 of the Company will remain closed from October 22,
UAN (92-21) 111-190-190 2022 to October 28, 2022 (both days inclusive).
Fax: (92-21) 32556911-12
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Organization Chart
Ghandhara Nissan Limited
BOARD OF DIRECTORS
11
EMPLOYEE MANAGEMENT (HR)
Ghandhara Nissan Limited ensures long-term employee development by seeking out the right
employees, making the most of their talents, developing potential, focusing on diversity & inclusion,
employee engagement, health & well-being and work life balance and ensuring employability. The
Company strives to unlock the potential of human resources management and resultantly, add value
to its business.
GNL has human resource manual containing policies which covers all aspects of employment,
including employee relations, training, equal opportunity and health & safety of its workforce. GNL
also complies with applicable labour and health & safety laws and regulations that prohibit forced,
compulsory and child labour.
The Company is a strong supporter of its dynamic employees who are the driving force within its
assembly plants, head office and regional offices and the management using their expertise to deliver
to its customers the state of the art commercial and passenger vehicles ranging from European
brands to Chinese. With the continued support of its 1,057 employees (including contractual staff)
GNL has been able to achieve goals in challenging times.
GNL is an equal opportunity employer and does not believe in discrimination on the basis of gender,
religion, caste, creed, color etc. This is reflected in its gender diversity policy and which also evident
as two senior management positions are held by females. The current operations of the company are
also headed by a female. However, this is just a start since the company is committed to bring in
females at 33% of the positions and to break the biasedness towards women being absent in the
automobile sector or being restricted to only certain sales roles. Meanwhile in terms of minority the
diversity is also being encouraged with we have employees that are of the faith of Christianity and
Hinduism.
EMPLOYEE ENGAGEMENT:
GNL Cricket team participated in Whackin’ Stryvv Cricket Tournament on February 19, 2022. New
Year’s Eve, Women’s Day celebration were celebrated, cake cutting ceremony was performed in the
lawns of Head Office. A cricket tournament was organized for team building among the two group
companies’ scenario, Ghandhara Nissan Limited and Ghandhara Industries Limited, where they
played with full heart and exhibited a lot of energy. All were memorable events with a lot of candid
moments to cherish.
GNL considers social, environmental, and ethical matters in the context of the overall business
environment. GNL is committed to work in the best interest of all the stakeholders, in particular the
community in which we live and forms our customer base.
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Ghandhara Nissan Limited
Employees are also given a chance to further make themselves productive by offering them job
rotations within different departments, job enhancement and enrichment which help them achieve and
grow in their career. A Training calendar was devised by HR and following training were conducted:
GNL has a work remotely policy which was approved on. The employees are encouraged to go home
on time so they have work life balance.
The Company encourages work from home policy in dire emergencies and extreme situations, a
recent such example was where a Rain emergency was announced in the monsoons by the
government, and the company declared it a holiday and asked the employees to work from home and
be available on telephone calls.
Our objective to help people do more, feel better, live longer starts with our employees, where
different trainings related to HSE have been conducted at both Truck & Plants to ensure employees
and workers are aware of how to keep themselves safe and sound in the work environment.
A number of 27 HSE related trainings were conducted during the year on the following dates and total
536 employees including contractual staff from Truck Plant and 527 employees including contractual
staff from Car Plant participated in these trainings.
13
NUMBER OF NUMBER OF
DATE TOPIC OF TRAINING CONDUCTED PARTICIPANTS PARTICIPANTS
Truck Plant Car Plant
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Ghandhara Nissan Limited
15
Notice of Annual General Meeting
Notice is hereby given that 40th Annual General Meeting of the Shareholders of Ghandhara Nissan Limited will
be held on Friday, 28th October 2022 at 10:30 A.M., at F-3, Hub Chauki Road, S.I.T.E., Karachi, to transact the
following business:
Ordinary Business:
1. To confirm the minutes of the Extraordinary General Meeting held on 2nd February, 2022.
2. To receive, consider and adopt the Annual Audited Financial Statements of the Company for the year
ended 30th June, 2022 together with Directors’ and Auditors’ Reports thereon and the Review Report of
the Chairman.
3. To appoint Auditors and fix their remuneration for the year ending 30th June, 2023. The retiring auditors
M/s. ShineWing Hameed Chaudhri & Co., Chartered Accountants, being eligible have offered themselves
for reappointment.
Special Business:
4. To consider and if thought fit to approve the change in the name of the Company from Ghandhara Nissan
Limited to Ghandhara Automobiles Limited, to pass the following resolution as a Special Resolution:
"RESOLVED as and by way of this Special Resolution that subject to the approval of the Registrar of
Companies, the name of the Company be changed from 'Ghandhara Nissan Limited' to 'Ghandhara
Automobiles Limited' and that all necessary procedures prescribed by law be complied with and approvals
prescribed by law be secured with a view to making the change of name resolved by this Special
Resolution complete and effective; and
RESOLVED FURTHER as and by way of this Special Resolution that upon the change of the name being
approved by the Registrar of Companies, the Memorandum and Articles of Association of the Company
shall stand altered by the change of the name 'Ghandhara Nissan Limited' to the name 'Ghandhara
Automobiles Limited' wherever appearing in the said Memorandum and Articles of Association."
5. To consider to pass the following ordinary resolutions:
a) “RESOLVED that the transactions carried out in normal course of business with associated
companies/ related parties during the year ended June 30, 2022 (as disclosed in Note-39 of
Financial Statements for the year ended June 30, 2022) be and are hereby ratified and approved.”
b) “RESOLVED that the Chief Executive Officer of the Company be and is hereby authorized to
approve all the transactions carried out and to be carried out in normal course of business with
associated companies/ related parties during the year ending June 30, 2023 and, in this connection,
the Chief Executive Officer be and is hereby also authorized to take any and all necessary actions
and sign/execute any and all such documents/indentures as may be required in this regard on behalf
of the Company.”
c). “RESOLVED that pursuant to Section 170 read with Section 208 of the Companies Act, 2017, the
approval of the members of the Company be and is hereby accorded to the Board of Directors to
appoint Dr. Shaheen Kuli Khan Khattak as Executive Director Public Relations at a gross salary of
Rs. 600,000/- per month, in addition to other usual expenses such as utilities and other perquisites,
with effect from July 01, 2022 shared by the following Associated Companies on pro rata basis at the
end of each and every quarter of the financial year:
i. Bannu Woollen Mills Ltd.
ii. Janana De Malucho Textile Mills Ltd.
iii. Ghandhara Nissan Ltd.
iv. Ghandhara Industries Ltd.
v. The Universal Insurance Company Ltd.
vi. Rahman Cotton Mills Ltd.
A statement of material facts under Section 134 (3) of the Companies Act, 2017 pertaining to the Special
Business stated above is annexed to this Notice of the meeting.
6. To transact any other business with the permission of the Chair.
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Ghandhara Nissan Limited
NOTES:
17
Members are hereby informed that pursuant to SECP SRO 787(1)/2014 dated September 8, 2014, and under
Section 223(6) of the Companies Act 2017, circulation of Audited Financial Statements and Notice of Annual
General Meeting has been allowed in electronic format through email.
The members who have provided consent to receive Annual Report 2022 can subsequently request any other
media including hard copy which shall be provided free of cost within seven days.
Members are also requested to intimate any change in their registered email addresses in a timely manner, to
ensure effective communication by the Company.
vii Video Conference Facility
If the Company receives consent from members holding in aggregate 10% or more shareholding residing at a
geographical location, to participate in the meeting through video conference at least 10 days prior to date of
meeting, the Company will arrange video conference facility in that city subject to availability of such facility in that
city. The Company will intimate Members regarding venue of video conference facility at least 5 days before the
date of the Annual General Meeting along with complete information necessary to enable them to access such
facility.
viii Submission of CNIC / SNIC / NTN
The SRO 831(2)/2012 dated July 5, 2012 read with SRO 19(1)/2014 dated January 10, 2014 issued by SECP,
requires printing of CNIC / SNIC or NTN (in case of corporate entities) on the dividend warrant, without which no
dividend warrant shall be issued. Therefore, the individual members who have not yet submitted photocopy of their
valid CNICs / SNICs, are once again reminded to send the same at the earliest directly to the Company’s share
registrar. The Corporate entities are requested to provide their NTN. Please give folio number with the copy of
CNIC / SNIC / NTN details.
ix Dividend Mandate
Under the provisions of Section 242 of the Companies Act, 2017, it is mandatory for a listed Company to pay cash
dividend to its shareholders only through electronic mode directly into bank account designated by the entitled
shareholders. In order to receive dividends directly into their bank account, shareholders are requested to fill in
Dividend Mandate Form available on Company’s website i.e. http://www.ghandharanissan.com.pk and send it
duly signed along with a copy of CNIC/ NTN to the Registrar of the Company M/s. CDC Share Registrar Services
Limited, CDC House, 99 - B, Block ‘B’, S.M.C.H.S., Main Shahra-e-Faisal, Karachi, Pakistan in case of physical
shares. In case shares are held in CDC then Dividend Mandate Form must be submitted directly to shareholder’s
broker/ participant/CDC account services.
x Unclaimed Dividend
In accordance with the provisions of Section 244 of the Companies Act, 2017, after having completed the
stipulated procedure, all such dividend outstanding for a period of 3 years or more from the date due and payable
shall be deposited to the Federal Government in case of unclaimed dividend and in case of shares, shall be
delivered to the SECP.
xi Details of Beneficial Ownership
Attention of corporate entities / legal persons is also invited towards SECP Circular No. 16 and 20 of 2018.
Respective shareholders (corporate entities / legal persons) are advised to provide the information pertaining to
ultimate beneficial owners and / or other information as prescribed in the subject SECP Circulars to the Share
Registrar of the Company.
xii Placement of Financial Statements on Website:
The Financial Statements of the Company for the year ended June 30, 2022 along with reports have been placed
on the website of the Company: https://www.ghandharanissan.com.pk/page-financial-reports
xiii Deposit of Physical Shares into CDC Account
As per Section 72 of the Companies Act, 2017 every existing company shall be required to replace its physical
shares with book entry form in a manner as may be specified and from the date notified by the SECP, within a
period not exceeding four years from the commencement of the Companies Act, 2017 i.e. May 31, 2017.
The shareholder having physical shareholding may open CDC sub-account with any of the brokers or investor’s
account directly with the CDC to place their physical shares into scrip-less form. This will facilitate them in many
ways including safe custody and sale of shares, any time they want, as the trading of physical shares is not
permitted as per existing regulations of the Stock Exchange.
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Ghandhara Nissan Limited
STATEMENT OF MATERIAL FACTS UNDER SECTION 134 (3) OF THE COMPANIES ACT, 2017
Below statement sets out the material facts concerning the Special Business, given in agenda of the Notice that will be
considered by the members.
1) Agenda Item No.4 to approve the change in Company's name from Ghandhara Nissan Limited (GNL) to 'Ghandhara
Automobiles Limited'.
The reason for the change of name of the Company is that upon the termination of the Distribution Agreement with Nissan
Motor Co., Japan (NML), GNL shall cease to use the trade name and trademark of NML. Thus, it was suggested to
remove the name ‘Nissan’ from the Company’s name. The principal line of business shall remain the same as before the
change of name.
2) Agenda Item No.5(a) of the Notice – Transactions carried out with associated companies during the year ended June 30,
2022 to be passed as an Ordinary Resolution.
The transactions carried out in normal course of business with associated companies (Related parties) were being
approved by the Board as recommended by the Audit Committee on quarterly basis pursuant to Clause-15 of the Listed
Companies (Code of Corporate Governance) Regulations, 2019.
During the Board meeting it was pointed out by the Directors that Directors were interested in this/these transactions(s)
due to their common directorship and holding of shares in the associated companies, the quorum of directors could not
be formed for approval of this/these transaction(s) which has/have to be approved by the shareholders in the General
Meeting.
In view of the above, the transactions conducted during the financial year ended June 30, 2022 with associated company
as shown in relevant notes of the Audited Financial Statements are being placed before the shareholders for their
consideration and approval/ ratification.
The Directors are interested in the resolution to the extent of their common directorships and their shareholding in the
associated companies.
3) Agenda Item No.5(b) of the Notice – Authorization of the Chief Executive for the transactions carried out and to be carried
out with associated companies during the ensuing year ending June 30, 2023 to be passed as an Ordinary Resolution.
The Company would be conducting transactions with associated companies in the normal course of business. The
Directors are interested in these transactions due to their common directorship and shareholding in the associated
companies. Therefore, such transactions with associated companies have to be approved by the shareholders.
In order to comply with the provisions of Clause-15 of the Listed Companies (Code of Corporate Governance)
Regulations, 2019, the shareholders may authorize the Chief Executive to approve transactions carried out and to be
carried out in normal course of business with associated companies during the ensuing year ending June 30, 2023.
The Directors are interested in the resolution to the extent of their common directorships and their shareholding in the
associated companies.
4) Agenda Item No.5(c) of the Notice – Board of Directors of GNL to appoint Dr. Shaheen Kuli Khan Khattak as Executive
Director Public Relations at a gross salary of Rs. 600,000/- per month, in addition to other usual expenses such as utilities
and other perquisites, with effect from July 01, 2022 shared by the following Associated Companies on pro rata basis, at
the end of every quarter of the financial year:
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Ghandhara Nissan Limited
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Ghandhara Nissan Limited
23
Chairman’s Review Report
I am presenting the Annual Report 2021-22 and the Audited Financial Statements of the Company for the year
ended June 30, 2022 to our valued shareholders.
Economy at a Glance
The financial year 2021-22 did see a period of normality after nearly two years of the global pandemic after the
government successfully handled the implementation of the vaccinations being administered. The change in the
Government during March, 2022 led to new set of policies and discontinuation of some of the old policies. Rising
commodity prices and a large fiscal deficit have inflated the import bill, putting the country on the verge of a balance
of payments crisis.
The Government has taken measures to curb the current account deficit by restricting import of luxury goods and
controlling the overall import bill of the country. This has resulted in the normalization of overheated economy. This
will support the PKR against USD and will keep the economy stable in the short-term.
Industry outlook
Auto industry of Pakistan has been confronted with its own set of challenges with the rupee depreciation, increased
taxes, and rising fuel prices all weigh on the industry’s outlook. Meanwhile, we have witnessed a tremendous year
indicated by the highest ever sales, especially in the passenger car segment. As per PAMA, sales volumes of auto
industry for Heavy Commercial Vehicles (HCVs) were 5,802 units during the year ended June 30, 2022 as
compared to 3,695 units during the previous year showing a growth of 57%. Similarly, for Light Commercial
Vehicles (LCVs), sales were 17,006 units during the year ended June 30, 2022 as compared to 11,550 units during
the previous year showing a growth of 47%.
Company’s performance
I am pleased to share that our company has earned a profit after-tax of Rs.101 million (after-tax profit of
Rs.131million last year).
During FY-2022, the Company launched the latest generation of Tiggo series SUVs of Chery Automobile Co. Ltd.,
which is the leading automobile export company of China. It offers a perfect fusion of style, luxury, comfort & safety.
The Company commenced the local assembly of Chery Tiggo-4 Pro and Tiggo-8 Pro during March 2022. We are
pleased to announce that the Company received an overwhelming response to the Chery products.
Future Outlook
The Company aims to strive for the optimum use of resources and achieving results that will ensure that its team
are driven to increase sales and production and in turn contribute to the economic betterment of the country.
The outlook of economy in general and particularly the Auto-sector seems exposed to macroeconomic variables
and supply chain challenges in the near future. However, the Company is keen to cater to the changing market
requirements by bringing in right product mix in commercial vehicles segment.
Your management is dedicated towards continued focus on quality improvement, efficiency, cost control in sales
and after sales service to improve its competitiveness and market share.
Acknowledgement
The Company acknowledges the continued support and cooperation of China Dongfeng Motor Industry Import and
Export Co. Limited, Dongfeng Automobile Company Limited (China), Anhui Jianghuai Automobile Group Corp.,
Limited (China), Renault Trucks S.A.S (France) and Chery Automobile Co., Ltd.
Moreover, I take this opportunity to thank our valued customers for the trust they continue to place in us, the
management team & employees for their sincere efforts, the Board of Directors for their guidance, all Bankers,
Dealers, Vendors, Associates and Shareholders for their support and cooperation throughout the year.
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Ghandhara Nissan Limited
25
Directors’ Report
On behalf of the Board of Directors, we are presenting Directors’ Report together with Audited Accounts and
Auditors’ Report thereon for the year ended 30th June 2022.
Principal Activities
The principal business of the Company is assembly / progressive manufacturing of vehicles including Chery SUVs,
JAC Trucks, import and sale of Nissan, Dongfeng and Renault vehicles in Completely Built-up condition and
assembly of other vehicles under contract agreement.
Financial Results
The financial results for the year ended 30th June 2022 are summarized below:
2022 2021
(Rupees in thousands)
Revenue 5,359,062 3,225,727
Profit before taxation 130,528 115,554
Taxation
Current (69,001) (9,597)
Deferred 39,628 24,795
(29,373) 15,198
Profit after taxation 101,155 130,752
Other comprehensive loss (12,150) (1,776)
Total comprehensive Income 89,005 128,976
Accumulated profit
Brought forward 2,158,630 1,982,600
Incremental depreciation 33,716 47,054
2,192,346 2,029,654
Accumulated profit Carried forward 2,281,351 2,158,630
During FY-2022, the Company launched the latest generation of Tiggo series SUVs of Chery Automobile Co. Ltd.,
which is the leading automobile export company of China. It offers a perfect fusion of style, luxury, comfort & safety.
The Company commenced the local assembly of Chery Tiggo-4 Pro and Tiggo-8 Pro during March 2022. We are
pleased to announce that the Company received an overwhelming response to the Chery products.
Holding company
Bibojee Services (Pvt.) Limited, incorporated in Pakistan, is the holding company of Ghandhara Nissan Limited.
Chairman’s Review
The Chairman's review included in the Annual Report deals inter alia with the nature of business, performance of
the Company, future prospects and uncertainties.
The Board
The Board comprises of three independent Directors, one executive and six non-executive Directors. The Directors
of the Company were re-elected in Extraordinary General meeting of the Company held on 2nd February, 2022.
Mr. Sikandar Kuli Khan Khattak was appointed on 27th April 2022 to fill the casual vacancy created as a result of
demise of Mr. Raza Kuli Khan Khattak on 18th March 2022. In line with the Board policy of gender equality, the
Company continues to maintain female representation on the Board of Directors with one female member on the
Board.
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Ghandhara Nissan Limited
The Committee meets annually to review and recommend improvement in compensation / remuneration of employees and
devise policies for the development of senior executives. The CEO of the Company and the Head of HR of Company attended
the Human Resource and Remuneration Committee meeting. The Committee met once during 2021-22.
The Board Audit Committee assists the Board in fulfilling its oversight responsibilities, primarily in reviewing and reporting
financial and non-financial information to shareholders, systems of internal control and risk management and the audit process.
It 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 regularly attends the Board Audit Committee meetings by invitation.
After each meeting, the Chairman of the Committee reports to the Board. During the year 2021-22, four BAC meetings were held.
Attendance by each member is as follows:
During the year 2021-22, seven meetings of Board of Directors were held. Attendance by each Director was as follows:
1. Mr. Raza Kuli Khan Khattak (Late) * Re-Elected on February 02, 2022 4
2. Lt.Gen (Retd.) Ali Kuli Khan Khattak Re-Elected on February 02, 2022 7
3. Mr. Ahmad Kuli Khan Khattak Re-Elected on February 02, 2022 6
4. Syed Haroon Rashid Re-Elected on February 02, 2022 7
5. Mr. Muhammad Zia Re-Elected on February 02, 2022 7
6. Mr. Muhammad Saleem Baig Re-Elected on February 02, 2022 7
7. Mr. Polad Merwan Polad Re-Elected on February 02, 2022 7
8. Mrs. Shahnaz Sajjad Ahmad Re-Elected on February 02, 2022 7
9. Mr. Salman Rasheed (FCA) Re-Elected on February 02, 2022 7
10. Mr. Muhammad Jawaid Iqbal Re-Elected on February 02, 2022 5
11. Mr. Sikandar Kuli Khan Khattak ** Appointed on April 27, 2022 1
Leave of absence was granted to the Director who could not attend the Board Meeting.
The evaluation of Board’s role of oversight and its effectiveness is a continual process, which is appraised by the Board itself.
The core areas of focus are:
• Alignment of corporate goals and objectives with the vision and mission of the Company;
• Strategy formulation for sustainable operation;
• Board’s independence; and
• Evaluation of Board’s Committees performance in relation to discharging their responsibilities set out in respective terms of
reference.
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Review of CEO’s Performance
The performance of the CEO is formally appraised through the evaluation system which is based on quantitative
and qualitative values. It includes the performance of the business, the accomplishment of objectives with reference
to profits, organization building, succession planning and corporate success.
Directors’ Remuneration
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 deciding his/her own remuneration. The following
are significant features of remuneration policy:
• The remuneration including incentives and other benefits of the Chief Executive Officer during the year
amounts to Rs.19.9 million (2021: Rs.21.3 million).
• The Company does not pay remuneration to non-executive directors including independent directors except
fee for attending the meetings. For further details on remuneration of Directors and CEO in FY 2021-22, please
refer note-38 to the Financial Statements.
External Auditors
The present External Auditors M/s Shinewing Hameed Chaudhri & Co. Chartered Accountants, retire and being
eligible, offer themselves for reappointment. The Board Audit Committee has recommended the reappointment of
M/s Shinewing Hameed Chaudhri & Co. Chartered Accountants.
Internal Audit
The Company has an independent Internal Audit function. The Board Audit Committee quarterly reviews the
appropriateness of resources and authority of this function. The Head of Internal Audit functionally reports to the
Board Audit Committee. The Board Audit Committee approves the audit plan, based on an annual and quarterly
assessment of the operating areas. The Internal Audit function carries out reviews on the financial, operational and
compliance controls and reports findings to the Board Audit Committee.
Material changes
There have been no material changes since June 30, 2022 to date of the report and the Company has not entered
into any material commitment during this period, which would have an adverse impact on the financial position of
the Company. All the material events and other price sensitive information are reported to PSX on as and when
basis.
Pattern of Shareholding
The pattern of shareholding of the Company has been annexed to this report.
All transactions with related parties have been executed at arm’s length and have been disclosed in the financial
statements under relevant notes.
Communication
The Company focuses on the importance of the communication with the shareholders. The annual, half yearly and
quarterly reports are distributed to them within the time specified in the Companies Act, 2017. The activities of the
company are updated on its website at www.ghandharanissan.com.pk on timely basis.
Safeguarding of Records
The company puts great emphasis for storage and safe custody of its financial records. The access to electronic
documentation has been secured through implementation of a comprehensive password protected system.
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Ghandhara Nissan Limited
We strongly believe in maintaining the highest standards in health, safety and environment to ensure the well-being of the people
who work with us as well as of the communities where we operate.
The company considers social, environmental, and ethical obligations in the context of the overall business environment. The
Company is committed to work in the best interest of all the stakeholders. The management is keen to ensure that society is not
affected by any means through any activity of company.
The Directors confirm the compliance with Corporate and Financial Reporting Framework of the Securities and Exchange
Commission of Pakistan and Code of Corporate Governance for the following matters:
• The financial statements, prepared by the management of the company, present its state of affairs fairly, the result of its
operations, cash flows and changes in equity;
• Appropriate accounting policies have been consistently applied in preparation of financial statements and accounting
estimates are based on reasonable and prudent judgment;
• International Financial Reporting Standards, as applicable in Pakistan, have been followed in preparation of financial
statements and any departures therefrom have been adequately disclosed and explained;
• The system of the internal control is sound in design and has been effectively implemented and monitored;
• There are no significant doubts upon the company’s ability to continue as a going concern;
• Key operating and financial data of last six years has been included in the Annual Report;
• There has been no material departure from the best practices of Corporate Governance, as detailed in the Regulations of
Rule Book of Pakistan Stock Exchange;
• Information about taxes and levies is given in the respective notes to the Financial Statements;
• The value of investments made by the staff retirement funds as per their respective audited accounts are given below:
• No trading in the shares of the Company was carried out by the Directors, CFO, Company Secretary, their spouses and
minor children.
Karachi
Dated: 4th October, 2022
29
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Annual Report‘22
Ghandhara Nissan Limited
31
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Annual Report‘22
Ghandhara Nissan Limited
33
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Annual Report‘22
Ghandhara Nissan Limited
35
Independent
Auditor’s Report
Annual Report‘22
Ghandhara Nissan Limited
Opinion
We have audited the annexed financial statements of Ghandhara Nissan Limited (the Company),
which comprise the statement of financial position as at June 30, 2022, 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, 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 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 June 30, 2022 and of
the profit and other comprehensive loss, 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 Auditors'
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.
37
Following are the Key Audit Matters:
S.No. Key Audit Matter How the matter was addressed in our audit
As disclosed in notes 4.1.1 and 5 to the financial Our audit procedures in respect of this area included:
statements, the Company, during the year, has
capitalised / incurred significant capital - Obtained an understanding of the management
expenditure with additions of Rs.2,022,721 controls over capitalization and on a sample
thousand made to its operating fixed asset on basis, tested relevant controls over
account of Chery car project, land and buildings. authorization and recording in the system;
We identified capital expenditure incurred during - On a sample basis, tested the costs incurred with
the year as a key audit matter as this represents underlying supporting documentations i.e.
significant transaction and involves certain purchase orders, delivery challans, supplier
judgemental area such as capitalization of eligible invoices, payment and other relevant documents;
cost as per accounting and reporting standards.
- Evaluate the nature of costs on a sample basis
to ensure capitalization criteria of relevant
accounting and reporting standards; and
- We also considered the adequacy of the related
disclosures and assessed these are in
accordance with the applicable financial
reporting standards and the Companies Act,
2017 (XIX of 2017).
2. Stock-in-trade
Our audit procedures in respect of this area included:
Refer note 4.8 and 11 to the financial
statements, the Company has stock-in-trade - Observed / attended physical inventory count
aggregating Rs.2,731,376 thousand (2021: procedures and compared physical count results
Rs.687,788 thousand) comprising raw with valuations sheets on a sample basis;
materials, stock in transit and finished goods - Compared on a sample basis specific
including trading goods. We identified this area purchases and directly attributable cost with
as a key audit matter because stock-in-trade underlying supporting documents;
constitutes 20.70% of the total assets of the
Company as at June 30, 2022 and determining - On a sample basis, obtained supporting
an appropriate valuation as a result of net documents relating to stock in transit for
realizable value (NRV) involves management assessing its valuation;
judgement and estimation.
- Compared the NRV, on a sample basis, to the
cost of finished goods to assess whether any
adjustments are required to value stocks in
accordance with applicable accounting and
reporting standards; and
- We also considered the adequacy of the related
disclosures and assessed these are in
accordance with the applicable financial
reporting standards and the Companies Act,
2017 (XIX of 2017).
38
Annual Report‘22
Ghandhara Nissan Limited
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.
Responsibilities of Management and Board of Directors for the Financial Statements
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.
Board of directors are responsible for overseeing the Company’s financial reporting process.
Auditors' Responsibilities for the Audit of the Financial Statements
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.
39
. 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
auditor’s 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.
REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS
Based on our audit, we further report that in our opinion:
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) no Zakat was deductible at source under the Zakat and Ushr Ordinance, 1980 (XVIII of 1980).
The engagement partner on the audit resulting in this independent auditors' report is Osman Hameed
Chaudhri.
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Annual Report‘22
Financial
Statements
(Standalone)
41
Ghandhara Nissan Limited
6,476,894 4,872,851
Current assets
2,731,376
Stock-in-trade 11 687,788
675,863
Investments 15 -
6,721,229 2,427,627
Total assets
13,198,123 7,300,478
Ahmad Kuli Khan Khattak Polad Merwan Polad Haroon Ahmed Zuberi
Chief Executive Officer Director Chief Financial Officer
42
Annual Report‘22
Ahmad Kuli Khan Khattak Polad Merwan Polad Haroon Ahmed Zuberi
Chief Executive Officer Director Chief Financial Officer
43
Ghandhara Nissan Limited
Gross profit
412,254 345,915
(29,373)
Taxation 36 15,198
Other comprehensive loss for the year - net of tax (12,150) (1,776)
The annexed notes from 1 to 47 form an integral part of these financial statements.
Ahmad Kuli Khan Khattak Polad Merwan Polad Haroon Ahmed Zuberi
Chief Executive Officer Director Chief Financial Officer
44
Annual Report‘22
Revenue
Capital reserves reserve
Share Share Surplus on Unappro Total
capital premium revaluation of -priated
fixed assets profit
(Rupees in ‘000)
Balance as at July 1, 2020 570,025 1,102,721 2,223,294 1,982,600 5,878,640
Total comprehensive income for
the year ended June 30, 2021
Profit for the year - - - 130,752 130,752
Other comprehensive loss - - - (1,776) (1,776)
- - - 128,976 128,976
Transfer from surplus on revaluation
of fixed assets on account of
incremental depreciation / disposal
- net of deferred tax - - (47,054) 47,054 -
Balance as at June 30, 2021 570,025 1,102,721 2,176,240 2,158,630 6,007,616
Total comprehensive income
for the year ended June 30, 2022
Profit for the year - - - 101,155 101,155
Other comprehensive loss - - - (12,150) (12,150)
- - - 89,005 89,005
Transfer from surplus on revaluation
of fixed assets on account of
incremental depreciation
- net of deferred tax - - (33,716) 33,716 -
Balance as at June 30, 2022 570,025 1,102,721 2,142,524 2,281,351 6,096,621
The annexed notes from 1 to 47 form an integral part of these financial statements.
Ahmad Kuli Khan Khattak Polad Merwan Polad Haroon Ahmed Zuberi
Chief Executive Officer Director Chief Financial Officer
45
Ghandhara Nissan Limited
46
Annual Report‘22
Ahmad Kuli Khan Khattak Polad Merwan Polad Haroon Ahmed Zuberi
Chief Executive Officer Director Chief Financial Officer
47
Ghandhara Nissan Limited
The principal business of the Company is assembly / progressive manufacturing of vehicles including
JAC Trucks and Chery SUVs, import and sale of parts / Nissan, Dongfeng and Renault vehicles in
completely built-up condition and assembly of other vehicles under contract agreement.
2. BASIS OF PREPARATION
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:
- International Financial Reporting Standards (IFRS) issued by the International Accounting Standards
Board (IASB) as notified under the Companies Act, 2017;
- Islamic Financial Accounting Standards (IFAS) issued by the Institute of Chartered Accountants of
Pakistan as notified under the Companies Act, 2017; and
- Provision of and directives issued under the Companies Act, 2017.
Where provision of and directives issued under the Companies Act, 2017 differ from the IFRS, the
provision of and directives issued under the Companies Act, 2017 have been followed.
These financial statements are presented in Pakistan Rupees which is the functional currency of the
Company and figures are rounded off to the nearest thousand of rupees unless otherwise specified.
2.3.1 Standards and amendments to approved accounting standards effective in current year
New and amended standards mandatory for the first time for the financial year beginning July 1, 2021:
(a) Amendments to IFRS 16 ‘Leases’ is applicable on accounting periods beginning on or after June 1,
2020 and April 1, 2021. Under IFRS 16, rent concessions often met the definition of a lease modification,
unless they were envisaged in the original lease agreement. The amendment exempts lessees from
having to consider individual lease contracts to determine whether rent concessions occurring as a
direct consequence of the covid-19 pandemic are lease modifications and allows lessees to account
for such rent concessions as if they were not lease modifications. It applies to covid-19-related rent
concessions that reduce lease payments due on or before June 30, 2021. The Board has extended
the practical expedient by 12 months – i.e. permitting lessees to apply it to rent concessions for which
any reduction in lease payments affects only payments originally due on or before June 30, 2022. This
optional exemption gives timely relief to lessees and enables them to continue providing information
about their leases that is useful to investors. The amendment does not affect lessors.
The other new standards, amendments to published accounting and reporting standards and
interpretations that are mandatory in Pakistan for the financial year beginning on July 1, 2021 are
considered not to be relevant or to have any significant effect on the Company’s financial reporting
and operations.
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Annual Report‘22
2.3.2 Standards, amendments to approved accounting standards and interpretations that are not yet
effective and have not been early adopted by the Company
The following new standards and amendments to approved accounting standards are not effective for
the financial year beginning on July 1, 2021 and have not been early adopted by the Company:
(a) Amendments to IAS 37 ‘Provisions, Contingent Liabilities and Contingent Assets’ is applicable for
accounting periods beginning on or after January 1, 2022. Under IAS 37, a contract is ‘onerous’ when
the unavoidable costs of meeting the contractual obligations – i.e. the lower of the costs of fulfilling the
contract and the costs of terminating it – outweigh the economic benefits. The amendments clarify that
the ‘costs of fulfilling a contract’ comprise both the incremental costs – e.g. direct labour and materials;
and an allocation of other direct costs – e.g. an allocation of the depreciation charge for an item of
property, plant and equipment used in fulfilling the contract. The amendment is not expected to have
material impact on the Company’s financial statements.
(b)
Amendment to IAS 16 ‘Property, plant and Equipment’ is applicable on accounting periods beginning
on or after January 1, 2022. The amendments prohibit a company from deducting from the cost of
property, plant and equipment amounts received from selling items produced while the company is
preparing the asset for its intended use. Instead, a company will recognise such sales proceeds and
related cost in profit or loss. The amendments apply retrospectively, but only to items of PPE made
available for use on or after the beginning of the earliest period presented in the financial statements
in which the company first applies the amendment. The amendment not expected to have material
impact on the Company’s financial statements.
(c)
Amendment to IAS 1 ‘Presentation of Financial Statements’ is applicable on accounting periods
beginning on or after January 1, 2023. Under existing IAS 1 requirements, companies classify a
liability as current when they do not have an unconditional right to defer settlement of the liability for at
least twelve months after the end of the reporting period. As part of this amendment, the requirement
for a right to be unconditional has been removed and instead, the amendments requires that a right to
defer settlement must have substance and exist at the end of the reporting period.
(d)
Amendment to IAS 1, ‘Presentation of Financial Statements’ is applicable on accounting periods
beginning on or after January 1, 2023. The amendments includes requiring companies to disclose their
material accounting policies rather than their significant accounting policies, clarifying that accounting
policies related to immaterial transactions, other events or conditions are themselves immaterial and
as such need not be disclosed and also clarifying that not all accounting policies that relate to material
transactions, other events or conditions are themselves material to a company’s financial statements.
(e) Amendments to IAS 8, ‘Accounting Policies, Changes in Accounting Estimates and Errors’ will be
applicable on accounting periods beginning on or after January 1, 2023. The International Accounting
Standards Board (the Board) has issued amendments to end diversity in treatment of accounting
estimates and clarified how companies should distinguish changes in accounting policies from changes
in accounting estimates, with a primary focus on the definition of and clarifications on accounting
estimates. Developing an accounting estimate includes both selecting a measurement technique
(estimation or valuation technique) – e.g. an estimation technique used to measure a loss allowance
for expected credit losses when applying IFRS 9 Financial Instruments; and – choosing the inputs
to be used when applying the chosen measurement technique – e.g. the expected cash outflows
for determining a provision for warranty obligations when applying IAS 37 ‘Provisions, Contingent
Liabilities and Contingent Assets’. The effects of changes in such inputs or measurement techniques
are changes in accounting estimates.
(f) Amendments to IAS 12, ‘Income taxes’ will be applicable on accounting periods beginning on or after
January 1, 2023. The amendments narrow the scope of the initial recognition exemption (IRE) so
that it does not apply to transactions that give rise to equal and offsetting temporary differences. As a
result, companies will need to recognise a deferred tax asset and a deferred tax liability for temporary
differences arising on initial recognition of a lease and a decommissioning provision.
There are a number of other standards, amendments and interpretations to the published standards
that are not yet effective and are also not relevant to the Company and, therefore, have not been
presented here.
49
Ghandhara Nissan Limited
3. BASIS OF MEASUREMENT
3.1 These financial statements have been prepared under the historical cost convention, except for certain
classes of property, plant and equipment which have been included at revalued amounts and provision
for gratuity which is carried at present value of defined benefit obligation net of fair value of plan assets.
3.2 The preparation of financial statements in conformity with approved accounting standards requires
management to make judgments, estimates and assumptions that affect the application of accounting
policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ
from these estimates.
Estimates and underlying assumptions are reviewed on an on-going basis. Revisions to accounting
estimates are recognised in the period in which the estimate is revised and in any future periods affected.
The areas where various assumptions and estimates are significant to the Company’s financial
statements or where judgment was exercised in application of accounting policies are as follows:
(i) Estimate of useful lives and residual values of property, plant & equipment and intangible assets
(notes 4.1 and 4.2)
The principal accounting policies applied in the preparation of these financial statements are set out
below. These polices have been consistently applied to all the years presented, unless otherwise stated.
Owned assets
Operating fixed assets except for freehold land, building on freehold land and plant & machinery are
stated at cost less accumulated depreciation and impairment loss, if any. Freehold land is stated at
revalued amount and building on freehold land and plant & machinery are stated at revalued amounts
less accumulated depreciation. Cost includes expenditure that is directly attributable to the acquisition
of the asset.
Subsequent cost
Subsequent cost are included in the asset’s carrying amount or recognised as a separate asset, as
appropriate, only when it is probable that future economic benefits associated with the item will flow to
the entity and its cost can be reliably measured. Cost incurred to replace a component of an item of
operating fixed assets is capitalised and the asset so replaced is retired from use. Normal repairs and
maintenance are charged to the statement of during the period in which they are incurred.
Depreciation
Depreciation on all items of operating fixed assets other than freehold land is charged to statement
of profit or loss applying the reducing balance method at the rates stated in note 5.1. Depreciation on
additions to operating fixed assets is charged from the month in which an asset is acquired or capitalised
while no depreciation is charged for the month in which the asset is disposed-off.
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Annual Report‘22
The depreciation method and useful lives of items of operating fixed assets are reviewed periodically
and altered if circumstances or expectations have changed significantly. Any change is accounted for
as a change in accounting estimate by changing depreciation charge for the current and future periods.
Disposal
Gains or losses on disposal or retirement of fixed assets are determined as the difference between the
sale proceeds and the carrying amounts of assets and are included in the statement of profit or loss.
Revaluation of assets
Revaluation is carried out with sufficient regularity to ensure that the carrying amount of assets does
not differ materially from the fair value. Any Surplus on revaluation of fixed assets is recognised in other
comprehensive income and presented as a separate component of equity as “Surplus on revaluation of
fixed assets”, except to the extent that it reverses a revaluation decrease for the same asset previously
recognised in statement of profit or loss, in which case the increase is credited to statement of profit or
loss to the extent of the decrease previously charged. Any decrease in carrying amount arising on the
revaluation of operating fixed assets is charged to statement of profit or loss to the extent that it exceeds
the balance, if any, held in the revaluation surplus on operating fixed assets relating to a previous
revaluation of that asset. The revaluation reserve is not available for distribution to the Company’s
shareholders.
The Company generally leases vehicles for his employees and own use. At the inception of a contract, the
Company assesses whether a contract is, or contains, a lease based on whether the contract conveys
the right to control the use of an identified asset for a period of time in exchange for consideration. Lease
term for vehicle is normally for five years.
Leases are recognised as right of use assets and corresponding liabilities at the date at which the
leased assets are available for use by the Company.
The lease liabilities are initially measured at the present value of the remaining lease payments at the
commencement date, discounted using the interest rate implicit in the lease. Lease payment includes
principle along with interest. The lease liabilities are subsequently measured at amortised cost using the
effective interest rate.
Right of use assets are initially measured based on the initial amount of the lease liabilities adjusted for
any lease payments made at or before the commencement date, plus any initial direct costs incurred
and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying
asset or the site on which it is located, less any lease incentive received. The right of use assets are
depreciated on reducing balance method. The carrying amount of the right of use asset is reduced by
impairment losses, if any. At transition, the Company recognised right of use assets equal to the present
value of lease payments.
Payments associated with short-term leases and leases of low-value assets are recognised on a
straight-line basis as an expense in statement of profit or loss. Short-term leases are leases with a lease
term of 12 months or less.
Impairment
The Company assesses at each reporting date whether there is any indication that operating fixed assets
may be impaired. If such indication exists, the carrying amounts of such assets are reviewed to assess
whether they are recorded in excess of their recoverable amount. Where carrying values exceed the
respective recoverable amount, assets are written down to their recoverable amounts and the resulting
impairment loss is taken to statement of profit or loss except for impairment loss on revalued assets,
which is adjusted against related revaluation surplus to the extent that the impairment loss does not
exceed the surplus on revaluation of that asset.
51
Ghandhara Nissan Limited
4.1.3 Capital work-in-progress
Capital work-in-progress is stated at cost less identified impairment loss, if any. All expenditure connected
with specific assets incurred during installation and construction period are carried under capital work-
in-progress. These are transferred to specific assets as and when assets are available for use.
Intangible assets are stated at cost less accumulated amortisation and impairment loss, if any.
Cost associated with developing or maintaining computer software programs are recognised as an
expense as incurred. Costs that are directly associated with identifiable and unique software products
controlled by the Company and will probably generate economic benefits exceeding costs beyond
one year, are recognised as intangible assets. Direct costs include staff cost, costs of the software
development team and an appropriate portion of relevant overheads.
Subsequent expenditure
Expenditure which enhance or extend the performance of computer software programs beyond their
original specifications are recognised as capital improvement and added to the original cost of the
software.
Amortisation
Intangible assets are amortised using the reducing balance method at the rate stated in note 6.
Non current assets are classified as assets held for sale when their carrying amount is to be recovered
principally through a sale transaction rather than continuing use and sale is considered highly probable.
They are stated at the lower of carrying amount and fair value less cost to sell.
4.4.1 Classification
The Company has classified its financial assets into following categories: financial assets at amortised
cost, financial assets at fair value through profit or loss and financial assets at fair value through other
comprehensive income. The financial assets are classified at initial recognition based on the business
model used for managing the financial assets and contractual terms of the cash flows.
A financial asset shall be classified as financial asset at amortised cost if both of the following conditions
are met:
- the asset is held within a business model whose objective is to hold assets in order to collect
contractual cash flows and
- the contractual terms of the financial asset give rise on specified dates to cash flows that are
solely payments of principal and interest on the principal amount outstanding.
The fair value through other comprehensive income classification is mandatory for certain debt
instrument assets unless the option to classify as fair value through profit or loss is taken.
If an equity investment is not held for trading, an entity can make an irrevocable election at initial
recognition to measure it at fair value through other comprehensive income with only dividend income
recognised in statement of profit or loss.
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Annual Report‘22
(c) Financial assets at fair value through profit or loss
A debt instrument can be classified as a financial asset at fair value through profit or loss if doing so
eliminates or significantly reduces a measurement or recognition inconsistency that would otherwise
arise from measuring assets or liabilities or recognising the gains or losses on them on different bases.
All equity instruments are to be classified as financial assets at fair value through profit or loss, except
for those equity instruments for which the Company has elected to present value changes in other
comprehensive income.
4.4.2 Recognition and measurement
Regular purchases and sales of financial assets are recognised on the trade date i.e. the date on which
the Company commits to purchase or sell the asset. Investments are initially recognised at fair value
plus transaction costs for all financial assets not carried at fair value through profit or loss. Financial
assets carried at fair value through profit or loss are initially recognised at fair value, and transaction
costs are expensed in the statement of profit or loss. Financial assets are derecognised when the rights
to receive cash flows from the investments have expired or have been transferred and the Company has
transferred substantially all risks and rewards of ownership.
After initial recognition, an entity shall measure a financial asset at fair value or amortised cost.
Gains or losses arising from changes in fair value of the ‘financial assets at fair value through profit or
loss’ category are presented in the statement of profit or loss within ‘Other income / other expenses’ in
the period in which they arise. Dividend income from financial assets at fair value through profit or loss
is recognised in the statement of profit or loss as part of ‘Other income’ when the Company’s right to
receive payments is established.
Gains or losses arising from changes in fair value of the ‘financial assets at fair value through other
comprehensive income’ category are recognised in other comprehensive income with only dividend
income recognised in statement of profit or loss.
Financial liabilities are recognised at the time when the Company becomes a party to the contractual
provisions of the instrument. All financial liabilities are recognised initially at fair value less directly
attributable transactions costs, if any, and subsequently measured at amortised cost using effective
interest method unless financial liabilities are held for trading, in which case it is required to be measured
at fair value through profit or loss or where entity elects to measure at financial liability, under fair value
option.
A financial liability is derecognised when the obligation under the liability is discharged or cancelled or
expired. Where an existing financial liability is replaced by another from the same lender on substantially
different terms or the terms of an existing liability are substantially modified, such an exchange or
modification is treated as a derecognition of original liability and recognition of a new liability and the
difference in respective carrying amounts is recognised in the statement of profit or loss.
Financial assets and liabilities are offset and the net amount reported in the statement of financial
position when there is a legally enforceable right to offset the recognised amounts and there is an
intention to settle on a net basis or realise the asset and settle the liability simultaneously. The legally
enforceable right must not be contingent on future events and must be enforceable in the normal course
of business and in the event of default, insolvency or bankruptcy of the Company or the counter party.
Stores, spares and loose tools are stated at the cost which is based on weighted average cost less
provision for obsolescence, if any. Items in transit are stated at cost comprising of invoice value plus
other charges thereon accumulated up to the reporting date.
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Ghandhara Nissan Limited
4.8 Stock-in-trade
These are valued at lower of cost and net realisable value. The cost of various classes of stock-in-trade
is determined as follows:
Net realisable value signifies the estimated selling price in the ordinary course of business less costs
necessary to be incurred in order to make the sale.
Trade debts and other receivables are classified as financial assets at amortised cost according to
IFRS 9.
Trade debts are initially recognised at original invoice amount which is the fair value of the consideration
to be received in future and subsequently measured at cost less provision for doubtful debts. The
Company uses simplified approach for measuring the expected credit losses for all trade and other
receivables including contract assets based on lifetime expected credit losses. The Company has
estimated the credit losses using a provision matrix where trade receivables are grouped based on
different customer attributes along with historical, current and forward looking assumptions. Debts
considered irrecoverable are written off.
Loans and receivables are non-derivative financial assets with fixed or determinable payments that are
not quoted in an active market. They are included in current assets, except for maturities outstanding for
more than 12 months as at the reporting date, in which case, they are classified as non-current assets.
4.11 Cash and cash equivalents
Cash and cash equivalents are carried in the statement of financial position at amortised cost. For the
purpose of cash flow statement, cash and cash equivalents comprise of balances with banks and cash
in hand.
Ordinary shares are classified as equity and recognised at their face value.
Mark-up bearing loans and borrowings are recorded at the proceeds received. Finance charges are
accounted for on accrual basis.
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Annual Report‘22
4.14 Staff benefits
The amount arising as a result of re-measurement is recognised in the statement of financial position
immediately, with a charge or credit to other comprehensive income in the periods in which they occur.
Past-service cost, if any, are recognised immediately in income.
The Company operates defined contribution plan (i.e. recognised provident fund scheme) for all its
permanent employees. The Company and the employees make equal monthly contributions to the fund
at the rate of 8.33% of the basic salary and cost of living allowance. The assets of the fund are held
separately under the control of trustees.
4.15 Trade and other payables
Trade and other payables are stated at their cost which is the fair value of the consideration to be paid
in future for goods and services, whether or not billed to the Company.
The Company recognises the estimated liability, on an accrual basis, to replace or repair parts of trucks
under warranty at the reporting date, and recognises the estimated product warranty costs in statement
of profit or loss net off amount received from principle on account of warranty claims when the sale is
recognised.
Research and development cost is charged in the year in which it is incurred. Development costs
previously charged to income are not recognised as an asset in the subsequent period.
4.18 Taxation
Income tax expense represents the sum of current tax payable, adjustments, if any, to provision for tax
made in previous years arising from assessments framed during the year for such years and deferred
tax.
Current
The current tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the
reporting date. The charge for current tax also includes adjustments, where considered necessary, to
provision for tax made in the previous years arising from assessments framed during the year for such
years.
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Ghandhara Nissan Limited
Deferred
Deferred tax is recognised using the balance sheet method in respect of temporary differences arising
between the tax bases of assets and liabilities and their carrying amounts in the financial statements.
Deferred tax is determined using tax rates (and laws) that have been enacted or substantively enacted
by the reporting date and are expected to apply when the related deferred tax asset is realised or the
deferred tax liability is settled.
Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax
assets are recognised only to the extent that it is probable that future taxable profit will be available
against which the temporary differences can be utilised.
Provisions are recognised when the Company has a present legal or constructive obligation as a result
of past event 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 reporting date and adjusted to reflect the current best estimate.
Contingent assets are not recognised and are also not disclosed unless an inflow of economic benefits
is probable and contingent liabilities are not recognised and are disclosed unless the probability of an
outflow of resources embodying economic benefits is remote.
The Company recognises revenue to depict the transfer of promised goods and services to customers
in an amount that reflects the consideration to which the Company expects to be entitled in exchange
for those good and services. The Company recognises revenue in accordance with that core principle
by applying the following steps:
– Return on bank deposits, term deposit receipts and scrap sales is accounted for on accrual basis.
– Dividend income is recognised when the right to receive payment is established.
Borrowing cost are recognised as an expense in the period in which they are incurred except where
such costs are directly attributable to the acquisition, construction or production of a qualifying asset in
which case such costs are capitalised as part of the cost of that asset.
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Annual Report‘22
4.22 Government grants
Government grants are recognised at their fair value where there is a reasonable assurance that the
grant will be received and the Company will comply with all conditions of the grant. The benefit of a
government loan at a below-market rate of interest is treated as a government grant. Government
grants relating to costs are deferred and recognised in the statement of profit or loss over the period
necessary to match them with the costs that they are intended to compensate.
The foreign currency transactions are translated into the functional currency using the exchange rates
prevailing at the dates of transactions. The closing balance of non-monetary items is included at the
exchange rate prevailing on the date of the transaction and monetary items are translated using the
exchange rate prevailing on the reporting date. Foreign exchange gains and losses resulting from the
settlement of such transactions and from the translation at year-end exchange rates of monetary assets
and liabilities denominated in foreign currencies are recognised in statement of profit or loss with other
income / other operating expenses.
The carrying amounts of the Company’s assets are reviewed at each reporting date to identify
circumstances indicating occurrence of impairment loss or reversal of provisions for impairment losses.
If any indications exist, the recoverable amounts of such assets are estimated and impairment losses or
reversals of impairment losses are recognised in the statement of profit or loss. Reversal of impairment
loss is restricted to the original cost of the asset.
Segment information is presented on the same basis as that used for internal reporting purposes by
the Chief Operating Decision Maker, who is responsible for allocating resources and assessing the
performance of the operating segments. On the basis of its internal reporting structure, the Company
considers itself to be a single reportable segment.
The Company presents basic and diluted earnings per share (EPS) data for its ordinary shares. Basic
EPS is calculated by dividing the profit or loss attributable to ordinary shareholders of the Company by
the weighted average number of ordinary shares outstanding during the period.
Dividend and other appropriations to reserves are recognised in the period in which they are approved.
57
58
5.1 Operating fixed assets
5.3 Freehold land, buildings on freehold land and plant & machinery had previously been revalued on June
30, 1997, June 30, 1999, January 1, 2004, June 30, 2009 and June 30, 2014.
The Company as on December 31, 2018 again revalued its freehold land, buildings on freehold land,
plant & machinery and assembly jigs. The revaluation exercise was carried out by independent valuer
- Tristar International Consultant (Private) Limited, (Approved valuers of Pakistan Banks’ Association)
Room No. 17, 3rd Floor, Davis Hytes,38-Davis Road, Lahore. Freehold land was revalued on the basis
of current market price whereas buildings on freehold land, plant & machinery and assembly jigs were
revalued on the basis of depreciated market value (level 2 of fair value hierarchy).The different levels of
fair value have been defined in IFRS 13 are mentioned in note 41.2.
The surplus arisen on latest revaluation exercise aggregating Rs.1,431,103 thousand has been
incorporated in the books of the Company and at the time of latest revaluation, forced sale value of the
freehold lands, buildings on freehold lands and plant & machinery along with jigs were Rs.1,254,300
thousand, Rs.596,642 thousand and Rs.478,906 thousand respectively.
5.4 Had the operating fixed assets been recognised under the cost model, the carrying amount of each
revalued class of operating fixed assets would have been as follows:
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Ghandhara Nissan Limited
5.7 The details of operating fixed assets disposed during the year are as follows:
5.8 Include Rs. 25,000 thousand advance paid to Business Vision (Private) Limited - a related party against
reservation of floor in project name SKY GARDEN located at office building at plot no.108, C.F, 1-5, old
clifton quarters, Karachi.
Cost
At beginning of the year 4,620 4,025
Addition during the year 499 595
At end of the year 5,119 4,620
Accumulated amortisation
At beginning of the year 2,644 2,122
Charge for the year 32 515 522
8.1 These represent interest free loans provided to employees of the Company as per terms of employment
for various purposes. These loans are repayable on monthly instalments, which vary from case to case.
8.2 The maximum aggregate amount outstanding at the end of any month during the year ended June 30,
2022 from Key Management Personnel aggregated to Rs.1,635 thousand (2021: Rs.2,715 thousand).
8.3 The carrying values of these loans are neither past due nor impaired. The credit quality of these financial
assets can be assessed with reference to no default in recent history.
10.2 The maximum aggregate amount of loan at the end of any month during the year was Rs.797,027
thousand (2021: Rs.730,710 thousand).
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Ghandhara Nissan Limited
11. STOCK-IN-TRADE Note 2022 2021
(Rupees in ‘000)
Raw materials
In hand 942,058 97,715
Provision for slow moving inventories 11.1 (11,184) (11,184)
930,874 151,529
In transit 817,959 -
1,748,833 86,531
Finished goods
In hand
Complete built units - trucks and cars 303,445 220,055
Complete knockdown units - trucks and cars 256,784 94,292
Spare parts 172,559 86,696
In transit
Complete built units - trucks 2,326 63,330
Spare parts 9,514 6,657
982,543 601,257
2,731,376 687,788
11.2 The present and future stock-in-trade, trade debts and receivables aggregating Rs.6,420,683 thousand
(2021: Rs.4,635,017 thousand) are under pledge / joint hypothecation charge with banks against short
term borrowings (Refer note 27).
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Annual Report‘22
12.2 The ageing of the trade debts receivable from related parties as at the reporting date is as follows:
2022 2021
(Rupees in ‘000)
12.3 The maximum aggregate amount of trade receivable from related parties at the end of any month during
the year was Rs.159,850 thousand (2021: Rs.123,390 thousand).
2022 2021
(Number of Units)
2,998,639 - HBL Financial Sector Income
Fund Plan I 300,000 -
1,002,513 - Meezan Rozana Amdani Fund 50,126 -
1,484,740 - HBL Cash Fund 150,423 -
15,128,863 - NBP Money Market Fund 150,246 -
247,981 - UBL Liquidity Plus Fund - Class ‘C’ 25,068 -
675,863 -
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Ghandhara Nissan Limited
16.1 This represents commission accrued on corporate guarantees given to the commercial banks by the
Company against banking facilities utilised by the Subsidiary Company.
18.1 At reporting date, these carry mark-up up to the rate of 12.25% (2021:5.50%) per annum.
18.2 This carries mark-up at the rate 13.00% (2021: 6.25% ) per annum.
18.3 Term deposit receipts (TDRs) have expected maturity of 90 (2021:90) days from respective dates of
acquisition. These TDRs carry mark-up at rate 11.65% (2021: 6.40% to 7.25% ) per annum.
18.4 These are under lien as cash margin against financing facilities availed from financial institutions under
Temporary Economic Refinance Facility (TERF). (Refer note 22).
18.5 This represents provision made against bank balance held with Indus Bank Limited whose operations
were ceased by the State Bank of Pakistan and is under liquidation. The above balance is net of
Rs.42,586 thousand deposited in the deposit account and margin account against four letters of credit
due in May and June 2000. Despite full payments and several reminders, the payment of above letters
of credit has not been made to the supplier of goods. The Company considers that it has discharged its
obligation against the said letters of credit.
2022 2021
(No. of shares)
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Annual Report‘22
19.3 At June 30, 2022, Bibojee Services (Private) Limited (the Holding Company) holds 57.76%
(2021: 57.76%) of share capital of the Company.
19.4 The holders of ordinary shares are entitled to receive dividends as declared from time to time and are
entitled to one vote per share at general meetings of the Company. All shares rank equally with regard
to Company’s residual assets.
21.1 These represent vehicles acquired under diminishing musharakah arrangements from First Habib
Modaraba. Rentals are payable on monthly basis. These finance facilities, during the year, were subject
to finance cost at the rates ranged from 8.45% to 16.63% (2021: 8.24% to 12.00%) per annum. These
facilities are secured against title of the leased vehicles in the name of lessor. The Company intends to
exercise its option to purchase the leased vehicles upon completion of the lease terms.
The future minimum lease payments to which the Company is committed under the agreements will be
due as follows:
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Ghandhara Nissan Limited
22. LONG TERM BORROWINGS Note 2022 2021
(Rupees in ‘000)
Loan under refinance scheme for payment
of wages and salaries 22.1.1 68,049 163,650
Demand finance loan 22.1.2 374,544 -
Temporary Economic Refinance Facility (TERF) 22.1.3 499,682 -
Islamic Temporary Economic Refinance
Facility (ITERF) 22.1.4 400,000 -
1,342,275 163,650
Adjustment pertaining to fair value of loan at below
market interest rate (government grant) - net (238,576) (8,153)
1,103,699 155,497
Current portion grouped under current liabilities (258,146) (109,100)
845,553 46,397
22.1 Movement in face value of long term loan
22.1.2 The Company has obtained demand finance loan facility amounting Rs.500,000 thousand from
Karandaaz Pakistan for the purpose of onwards lending to SME truck owners. The loan carries mark-
up at the rate of 3 months KIBOR plus 1.50% and is secured against first pari passu by the way of
hypothecation charge over all present and future current assets with 25% margin. This loan is for up to
three years from the date of disbursement and is repayable in monthly equal instalments. The Company
during the year repaid Rs.37,774 thousand.
22.1.3 This represents loan received from JS Bank Limited under Temporary Economic Refinance Facility
(TERF) introduced by State Bank of Pakistan for the purpose to finance / retire letter of credits for import
/ purchase of brand new plant and machinery for Chery car project. The facility is secured against 100%
cash collateral in shape of lien over 3 months term deposit. Mark-up is chargeable at SBP rate (1%)
plus 3.50% bps per annum. The loan is for ten years with a grace period of two years and is repayable
in thirty two equal quarterly instalments.
22.1.4 This represents loan received from Dubai Islamic Bank under Islamic Temporary Economic Refinance
Facility (ITERF) introduced by State Bank of Pakistan for the purpose to finance import of brand new
plant and machinery for Chery car project. The facility is secured against 100% cash margin under lien
over deposit account. Mark-up is chargeable at SBP rate (1%) plus 3% bps per annum. The loan is for
seven years with a grace period of two years and is repayable in twenty equal quarterly instalments.
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Annual Report‘22
23. DEFERRED INCOME - GOVERNMENT GRANT Note 2022 2021
(Rupees in ‘000)
23.1 The Company recognised government grant on below market interest loan received - (note 21.1.1) in
accordance with IAS - 20 ‘Accounting for government grants and disclosure of government assistance’.
26.1 Includes Rs.2,060 thousand (2021: Rs.4,337 thousand) and Rs.1,331 thousand (Rs. Nil) payable to
Ghandhara Tyre and Rubber Company Limited - an Associated Company and Bibojee Services (Private)
Limited - the Holding Company respectively.
26.2 Includes Rs. 5,363 thousand (2021: Rs.12,266 thousand) which pertains to a Key Management Person.
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Ghandhara Nissan Limited
26.3 These represent advances from customers against sale of cars and trucks.
The Company has established a Fund - ‘Ghandhara Nissan Limited - Employees Gratuity Fund’
governed under an irrevocable trust to pay / manage gratuities of eligible employees. This is a
trustee-administered fund and is governed by local regulations which mainly includes Trust Act, 1882,
Companies Act, 2017, Income Tax Ordinance, 2001, Income Tax Rules, 2002 and Rules under the Trust
deed of the Scheme. Responsibility for governance of the Scheme, including investment decisions
and contributions schedules lies with the board of trustees. Trustee of the Fund are appointed by the
Company and are employees of the Company.
The latest actuarial valuation of the Scheme as at June 30, 2022 was carried out using the ‘Projected
Unit Credit Method’. Details of the Scheme as per the actuarial valuation are as follows:
26.4.3
26.4.5
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Annual Report‘22
26.4.6 Re-measurement recognised in other 2022 2021
comprehensive income
(Rupees in ‘000)
Financial assumptions 673 272
Experience adjustments 7,541 4,206
Re-measurements of plan assets 8,898 (1,977)
17,112 2,501
26.4.7 Plan assets comprise of
The sensitivity of the defined benefit obligation to changes in principal assumptions is:
Impact on defined benefit obligation
Impact on defined benefit obligation
Change in Increase in Decrease in
assumption assumption assumption
(Rupees in ‘000)
The above sensitivity analysis is based on a change in an assumption while holding all other assumptions
constant. In practice, this is unlikely to occur, and change in some of the assumptions may be correlated.
When calculating the sensitivity of the defined benefit obligation to significant actuarial assumptions, the
same method (present value of defined benefit obligation calculated with the projected unit credit method
at the end of reporting period) has been applied as when calculating the gratuity liability recognised
within the statement of financial position.
The methods and types of assumptions used in preparing the sensitivity analysis did not change
compared to the previous period.
26.4.9 Based on actuary’s advice, the expected charge to statement of profit or loss for the year ending
June 30, 2023 amounts to Rs.14,482 thousand.
26.4.10 The weighted average duration of the scheme is 9 years.
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Ghandhara Nissan Limited
26.5 Workers’ profit participation fund Note 2022 2021
(Rupees in ‘000)
26.6 Includes deposits and instalments under the Company’s staff vehicle policy aggregating
Rs.26,326 thousand (2021: Rs.22,116 thousand). 2022 2021
27. SHORT TERM BORROWINGS (Rupees in ‘000)
27.1 Running finance and short term facilities available from commercial banks under mark-up arrangement
aggregated to Rs.990,000 thousand including sub limit of Rs.565,000 thousand (2021: Rs.875,000
thousand) and are secured by way of equitable, hypothecation and pari passu charge over fixed and
current assets of the Company. These, during the current financial year, carry mark-up at the rates
ranging from 8.51% to 15.31% (2021: 8.03% to 9.59%) per annum. The arrangements are expiring on
December 31, 2022.
27.2 The facilities for opening letters of credits (LCs) as at June 30, 2022 aggregated to Rs.4,550,000
thousand (2021: Rs.2,600,000 thousand) of which the amount remained unutilised at the year-end
was Rs.4,123,814 thousand (2021: Rs.1,843,961 thousand). Further, the Company also has facilities
for Finance against Import Merchandise aggregating Rs.2,800,000 thousand (2021: Rs.2,350,000
thousand) and letters of guarantee facilities aggregating Rs.400,000 thousand (2021: Rs.300,000
thousand) as sub limits of these LCs facilities. These facilities are secured against effective pledge of
imported consignment, first pari passu charge over land along with buildings and plant & machinery and
hypothecation charge over present and future stocks & books debts.
27.3 Above facilities aggregated to Rs.1,600,000 thousand (2021: Rs.1,350,000 thousand) for opening
letters of credits, letter of guarantees facilities and finance against import merchandise facilities are also
available to the Subsidiary Company at Group level.
28.2 Commitments outstanding for irrevocable letters of credit relating to capital expenditure, raw materials
and components as at June 30, 2022 aggregated to Rs.826,186 thousand (2021: Rs.1,561,635
thousand).
28.3 Guarantees aggregating Rs.27,134 thousand (2021: Rs.23,830 thousand) are issued by banks of the
Company to various government and other institutions. Further, the Company has issued corporate
guarantees aggregating Rs.583,954 thousand (2021: Rs.484,716 thousand) to the commercial banks
against running finances and letters of credit facilities utilised by the Subsidiary Company.
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Annual Report‘22
29. REVENUE - Net Note 2022 2021
(Rupees in ‘000)
Manufacturing activity
Sales 5,448,880 2,921,322
Less:
- sales tax and federal excise duty 841,556 426,340
- commission 124,565 72,040
966,121 498,380
4,482,759 2,422,942
Trading activity
Sales 1,034,186 946,629
Less:
- sales tax 150,266 137,375
- discount and commission 7,617 6,469
157,883 143,844
876,303 802,785
5,359,062 3,225,727
30.3 Salaries, wages and benefits include Rs.7,448 thousand (2021: Rs.7,337 thousand) and
Rs.5,769 thousand (2021: Rs.6,022 thousand) in respect of staff retirement gratuity and staff
provident fund respectively.
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Ghandhara Nissan Limited
31. DISTRIBUTION COST Note 2022 2021
(Rupees in ‘000)
31.1 Salaries and benefits include Rs.980 thousand (2021: Rs.922 thousand) and Rs.2,580 thousand
(2021: Rs.2,628 thousand) in respect of staff retirement gratuity and staff provident fund respectively.
32.1 Salaries and benefits include Rs.3,587 thousand (2021: Rs.4,105 thousand) and Rs.4,044 thousand
(2021: Rs.3,631 thousand) in respect of staff retirement gratuity and staff provident fund respectively.
32.3 None of the directors or their spouses had any interest in the donees.
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Annual Report‘22
33. OTHER INCOME Note 2022 2021
(Rupees in ‘000)
Income from financial assets
Interest / mark-up earned on:
- deposit accounts 33.1 52,243 9,532
- term deposit receipts 33.1 39,053 15,657
- long term advance to Subsidiary Company 33.2 87,004 50,021
Gain from sale of investment in mutual funds - 2,734
Fair value gain on investments in mutual funds 392 -
Dividend income - mutual funds’ investment 555 6,923
Reversal of provision for expected credit losses 64 1,780
179,311 86,647
Income from non-financial assets
Scrap sales - net of sales tax 14,245 10,886
Gain on disposal of operating fixed assets 5.7 2,308 4,284
Commission income against corporate guarantee 7,290 3,733
Exchange gain - net - 868
Rental income 6,750 -
Service income - net of sales tax 880 1,191
Reversal of provision / liabilities written back 3,920 9,885
Others 929 1,980
36,322 32,827
215,633 119,474
33.1 Interest at the rates ranged from 6.40% to 11.65% (2021: 6.30% to 11.64%) per annum has been
earned during the year on term deposit receipts and deposit accounts placed under conventional
banking system.
33.2 Interest at the rates ranged from 10.00% to 17.20% (2021: 7.20% to 9.73%) per annum has been
earned during the year on long term advance to Subsidiary Company.
Mark-up on:
- long term borrowings 24,363 3,381
- short term borrowings 53,877 1,370
- running finances 54,345 7,392
132,585 12,143
Lease finance charges 6,972 6,572
Interest on workers’ profit participation fund 26.5 201 -
Bank and other charges 6,473 4,632
146,231 23,347
36. TAXATION
Current tax
Current tax on profits for the year 69,001 51,521
Adjustment for current tax of prior years - (41,924)
69,001 9,597
Deferred tax
Origination and reversal of temporary differences (39,628) (24,795)
29,373 (15,198)
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Ghandhara Nissan Limited
36.1 No numeric tax rate reconciliation for the current year and preceding year is given in the financial
statements, as provision made primarily represents minimum tax due under section 113 of the Income
Tax Ordinance, 2001 (the Ordinance) and tax deducted under section 150 and 153 of the Ordinance.
37. EARNINGS PER SHARE - BASIC AND DILUTED
2022 2021
37.1 Basic earnings per share (Rupees in ‘000)
Profit after taxation 101,155 130,752
2022 2021
(Number of shares)
Weighted average ordinary shares in issue 57,002,500 57,002,500
2022 2021
(Rupees)
38.1 The Chief Executive is also entitled for the use of the Company maintained car, security, telephone, club
and medical expenses at actual. He is also entitled to receive other benefits as per Company policy
applicable to all management employees.
38.2 Certain Executives of the Company are also provided with free use of the Company maintained vehicles.
Aggregate amount charged in the financial statements for meeting fee to Directors was Rs.4,150
thousand (2021: Rs.3,450 thousand).
Related parties comprise of the Holding Company, the Subsidiary Company, Associated Companies,
directors of the Company, companies in which directors are interested, staff retirement benefit plans,
key management personnel (Head of Department) and close members of the families of the directors
& key management personnel. The Company in the normal course of business carries out transactions
with various related parties. Amounts due from and to related parties are shown under receivables and
payables. Significant transactions with related parties are as follows:
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Annual Report‘22
Against the production capacity of 4,800 (2021: 4,800) trucks, buses and pickups on single shift basis,
the Company assembled 5,200 (2021: 3,710) trucks and buses of JAC, DongFeng and Isuzu on single
shift along with overtime basis. The Company has also processed 5,092 (2021: 3,627) truck cabs and
pickups through paint shop.
Against the designed annual production capacity of 6,000 (2021: 6,000) vehicles at car plant on
single shift basis, the Company during the year has again commenced its production in car plant and
assembled 226 Chery SUVs, while the plant was idle during the year ended June 30, 2021.
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Ghandhara Nissan Limited
41. FINANCIAL RISK MANAGEMENT
The Company has exposures to the following risks from its use of financial instruments:
- credit risk;
- liquidity risk; and
- market risk (including foreign exchange risk, interest rate risk and price risk).
The Company overall risk management program focuses on having cost effective funding as well as
to manage financial risk to minimize earnings volatility and provide maximum return to shareholders.
The Board of Directors has overall responsibility for the establishment and overview of Company’s risk
management frame work. The Board is also responsible for developing and monitoring the Company’s
risk management policies.
Credit risk represents the risk of financial loss being caused if counterparty fails to perform as
contracted or discharge an obligation.
Credit risk primarily arises from long term loans, long term deposits, due from Subsidiary Company,
trade debts, loans and advances, other receivables, accrued interest / mark-up, short term investment
and bank balances. To manage exposure to credit risk in respect of trade debts, management performs
credit reviews taking into account the customer’s financial position, past experience and other relevant
factors. Where considered necessary, advance payments are obtained. Credit risk on bank balances
and margin held with banks is limited as the counter parties are banks with reasonably crediting
ratings.
The maximum exposure to credit risk as at June 30, 2022 along with comparative is tabulated
below:
2022 2021
(Rupees in ‘000)
Long term loans 4,754 5,834
Long term deposits 10,135 10,135
Due from Subsidiary Company 797,027 549,285
Trade debts 330,323 355,971
Loans and advances 4,983 4,492
Other receivables 110,254 16,439
Accrued interest / mark-up 43,121 20,405
Bank balances 2,119,985 1,029,078
3,420,582 1,991,639
All exposure to credit risk for trade debts at the reporting date by geographic region is with-in Pakistan.
2022 2021
The ageing of trade debts at the reporting date is as follows: (Rupees in ‘000)
Provision has been recorded for expected credit losses using project matrix method.
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Annual Report‘22
(b) Liquidity risk
Liquidity risk is the risk that an entity will encounter difficulty, in meeting obligation associated with
financial liabilities. The Company’s approach is to ensure, as far as possible, to always have sufficient
liquidity to meet its liabilities when due. Prudent liquidity risk management implies maintaining
sufficient cash and cash equivalent and ensuring the availability of adequate credit facilities. The
Company’s treasury department aims at maintaining flexibility in funding by keeping committed credit
lines available.
The table below analyses the Company’s financial liabilities into relevant maturity groupings based
on the remaining period at the reporting date to contractual maturity dates. The amounts disclosed
in the table are the contractual undiscounted cash flows:
Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates
and equity prices will affect the Company’s income or the value of its holdings of financial instruments.
The objective of market risk management is to manage and control market risk exposures within
acceptable parameters while optimising the return.
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Ghandhara Nissan Limited
The following significant exchange rates have been applied:
Reporting date rate
2022 2021
(Rupees in ‘000)
Interest rate risk represents the risk that the fair value or future cash flow of a financial instrument will
fluctuate because of change in market interest rates.
Majority of the interest rate risk of the Company arises from short term borrowings from banks, due from
Subsidiary Company, short term investment and balances held with banks. At the reporting date the
profile of the Company’s interest bearing financial instruments is as follows:
2022 2021
(Rupees in ‘000)
Fixed rate instruments - financial assets
Bank balances 1,990,764 983,427
Financial liabilities
Long term borrowings 1,103,699 155,497
Short term borrowings 93,765 100,000
Liabilities against assets subject to finance lease 63,422 86,786
1,260,886 342,283
Sensitivity analysis
At June 30, 2022, if the interest rates on the Company’s variable rate instruments had been 1% higher
/ (lower) with all other variables held constant, profit before tax for the year would have been Rs.4,639
thousand (2021: Rs.2,070 thousand) lower / higher mainly as a result of net higher / (lower) interest income.
Price risk
Price risk represents the risk that the fair values or future cash flows of financial instruments will fluctuate
because of changes in market prices (other than those arising from foreign exchange risk or interest rate
risk), whether those changes are caused by factors specific to the individual financial instrument or its
issuer, or factors affecting all similar financial instruments traded in the market.
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly
transaction between market participants at the measurement date. Underlying the definition of fair value
is the presumption that the Company is going concern and there is no intention or requirement to curtail
materially the scale of its operation or to undertake a transaction on adverse terms.
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Annual Report‘22
The carrying values of all financial assets and liabilities reflected in the financial statements are a
reasonable approximation of their fair values.
The table below analyses financial instruments carried at fair value, by valuation method. The different
levels have been defined as follows:
- Quoted prices (unadjusted) in active markets for identical assets or liabilities [Level 1].
- Inputs other than quoted prices included within level 1 that are observable for the asset or liability,
either directly (that is, as prices) or indirectly (that is, derived from prices) [Level 2].
- Inputs for the asset or liability that are not based on observable market data (that is, unobservable
inputs) [Level 3].
There were no transfers amongst the levels during the current and preceding year. The Company’s
policy is to recognise transfer into and transfers out of fair value hierarchy levels as at the end of the
reporting periods.
Level 1: The fair value of financial instruments traded in active markets is based on quoted market
prices at the reporting date. A market is regarded as active if quoted prices are readily and regularly
available from an exchange, dealer, broker, industry group, pricing service, or regulatory agency, and
those prices represent actual and regularly occurring market transactions on an arm’s length basis.
These instruments are included in Level 1.
Level 2: The fair value of financial instruments that are not traded in an active market is determined by
using valuation techniques. These valuation techniques maximize the use of observable market data
where it is available and rely as little as possible on entity-specific estimates. If all significant inputs
required to fair value an instrument are observable, the instrument is included in Level 2.
Level 3: If one or more of the significant inputs is not based on observable market data, the instrument
is included in Level 3.
2022 2021
Financial assets as per statement of financial position
At amortised cost (Rupees in ‘000)
Long term loans 4,754 5,834
Long term deposits 23,148 27,461
Due from Subsidiary Company 797,027 549,285
Trade debts 330,323 355,971
Loans and advances 7,606 5,577
Accrued interest / mark-up 43,121 20,405
Other receivables including sales tax 110,254 16,439
Bank balances 2,119,985 1,029,202
79
Ghandhara Nissan Limited
42. CAPITAL RISK MANAGEMENT
The Company’s objectives when managing capital are to safeguard the Company’s ability to continue
as a going concern in order to provide returns for shareholders and benefits for other stakeholders and
to maintain an optimal capital structure to reduce the cost of capital.
The Company manages its capital structure by monitoring return on net assets and makes adjustments
to it in the light of changes in economic conditions. In order to maintain or adjust the capital structure,
the Company may adjust the amount of dividends paid to shareholders or issue new shares and obtain
further loan facilities. There was no change to the Company’s approach to capital management during
the year. The Company monitors capital on the basis of gearing ratio calculated as follows:
2022 2021
(Rupees in ‘000)
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Annual Report‘22
45. SHAHRIAH SCREENING DISCLOSURE
2022 2021
Convent Shariah Convent Shariah
-ional Compliant -ional Compliant
(Rupees in ‘000)
The corresponding figures have been rearranged and reclassified, wherever considered necessary for
the purposes of comparison and better presentation the effect of which is not material.
These financial statements were authorised for issue on October 4, 2022 by the Board of Directors of
the Company.
Ahmad Kuli Khan Khattak Polad Merwan Polad Haroon Ahmed Zuberi
Chief Executive Officer Director Chief Financial Officer
81
Statement of Compliance with Listed Companies
(Code of Corporate Governance) Regulations, 2019
Name of company Ghandhara Nissan Limited
Year Ended: 30th June 2022
The company has complied with the requirements of the Regulations in the following manner:-
a. Male: 09
b Female: 01
The Board was reconstituted on February 2, 2022 for a term of three years.
The company encourages representation of independent non-executive directors and directors representing
minority interests on its Board.
The independent directors meet the criteria of independence under clause 1(b) of the CCG.
A casual vacancy occurred during the financial year 2022 on demise of Mr. Raza Kuli Khan Khattak. The process
of filling the casual vacancy had been completed within the stipulated time period resultantly Mr. Sikandar Kuli
Khan Khattak had been appointed on 27th April, 2022.
3. The directors have confirmed that none of them is serving as a director on more than seven listed
companies, including this company.
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. The Board has ensured that complete record of particulars of the significant policies along with
their date of approval or updating is maintained by the company.
6. All the powers of the Board have been duly exercised and decisions on relevant matters have been taken by
the Board/ shareholders as empowered by the relevant provisions of the Companies Act, 2017 and these
Regulations, 2019.
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Ghandhara Nissan Limited
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 Act and the Regulations with
respect to frequency, recording and circulating minutes of meeting of the Board.
8. The Board have a formal policy and transparent procedures for remuneration of directors in accordance with
the Act and these Regulations.
9. Out of the ten Directors; two directors are exempted from Directors’ Training Program based on their
experience as director on the board of Listed Companies and eight directors have obtained certificate of
Directors’ Training Program.
10. The Board has approved appointment of Chief Financial Officer, 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. CEO and CFO have duly endorsed the financial statements before approval of the Board.
12. The Board has formed committees comprising of members given below.-
a) Audit Committee:
13. The terms of reference of the aforesaid Committees have been formed, documented and advised to the
Committees for compliance.
14. The frequency of meetings (quarterly/half yearly/ yearly) of the Committees were as per following:-
a) Audit Committee:
83
15. The Board has set up an effective internal Audit Function which functionally reports to the Audit Committee.
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 Institute of Chartered Accountants of Pakistan (ICAP) and
registered with Audit Oversight Board of Pakistan, that they and all their partners are in compliance with
International Federation of Accountants (IFAC) guidelines on code of ethics as adopted by the ICAP and that
they and the partners of the firm involved in the audit are not a close relative (spouse, parent, dependent and
non-dependent children) of the chief executive officer, chief financial officer, head of internal audit, company
secretary or director of the company.
17. The statutory Auditors or the persons associated with them have not been appointed to provide other
services except in accordance with the Act, these 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 requirements of regulations 3, 6, 7, 8, 27, 32, 33 and 36 of the Regulations have been
complied with.
Three Independent Directors were re-elected in the EOGM held on 02-02-2022. The number of Independent
Directors as fixed during Board of Directors meeting held on 29-10-2021 was 3 rather than one third (3.33) of the
total number (10) of directors as 0.33 being less than 0.5. Moreover, the Board believes that three Independent
Directors are sufficient enough to maintain independence at Board level.
Karachi
Dated: 4th October 2022
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Annual Report‘22
Ghandhara Nissan Limited
We have reviewed the enclosed Statement of Compliance with Listed Companies (Code of Corporate
Governance) Regulations, 2019 (the Regulations) prepared by the Board of Directors of Ghandhara Nissan
Limited (the Company) for the year ended June 30, 2022, in accordance with the requirements of regulation 36
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 requires 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.
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.
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 June 30, 2022.
85
Key Operating and Financial Data
Particulars Jun-22 Jun-21 Jun-20 Jun-19 Jun-18 Jun-17
Unit Produced and Supplied (Contract Assembly) 3,959 2,301 2,282 4,336 4,525 4,197
Units Produced 5,200 3,710 2,713 618 359 720
Units Sold (CBU) 74 83 50 94 526 69
Units Sold (CKD) 1,410 955 155 618 177 702
Interim Dividend - Cash - - - - - -
Dividend - Cash - - - - - 50%
Ratios
Profitability
Gross profit margin 7.7% 10.7% 0.3% 13.5% 19.5% 19.2%
Profit/(Loss) before tax 2.44% 3.58% -12.98% 0.23% 56.44% 15.24%
Profit/(Loss) after tax 1.9% 4.1% -12.4% -1.2% 46.8% 8.4%
Return to shareholders:
Return/(Loss) on Equity without surplus(BT) 3.3% 3.0% -5.9% 0.1% 33.9% 41.1%
Return/(Loss) on Equity without surplus (AT) 2.6% 3.4% -5.7% -0.8% 28.1% 22.7%
Earning/(Loss) per share (BT)-Rs. 2.29 2.03 (3.79) 0.10 27.79 16.45
Basic Earning Per Share 1.77 2.29 (3.62) (0.51) 23.02 9.10
Activity:
Sales to total assets - Times 0.41 0.44 0.24 0.33 0.38 1.26
Sales to fixed assets -Times 0.99 0.79 0.41 0.61 1.04 2.45
Liquidity:
Current ratio -Times 1.17 2.83 3.57 3.77 3.20 1.60
Break-up value per share- Rs. 106.95 105.39 103.13 106.73 103.72 62.04
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Annual Report‘22
Ghandhara Nissan Limited
Pattern of Shareholding
Having Shares
No. of Shareholders Total Shares Held
From To
1033 1 100 53,982
2067 101 500 793,253
1151 501 1000 1,004,207
1539 1001 5000 3,788,419
274 5001 10000 2,007,349
95 10001 15000 1,196,917
42 15001 20000 758,442
23 20001 25000 518,016
17 25001 30000 471,738
9 30001 35000 295,699
8 35001 40000 311,100
2 40001 45000 88,100
9 45001 50000 439,100
4 55001 60000 230,700
3 60001 65000 191,664
3 65001 70000 207,500
6 70001 75000 438,370
2 75001 80000 156,588
3 80001 85000 249,100
3 85001 90000 265,400
2 90001 95000 189,830
1 95001 100000 96,000
2 100001 105000 206,000
1 105001 110000 106,900
1 130001 135000 132,500
1 135001 140000 135,700
1 140001 145000 144,500
1 145001 150000 150,000
1 150001 155000 153,500
1 170001 175000 175,000
1 175001 180000 179,600
1 200001 205000 203,500
1 215001 220000 215,500
2 220001 225000 448,800
1 245001 250000 245,813
1 290001 295000 293,182
1 385001 390000 388,500
1 520001 525000 525,000
1 695001 700000 700,000
1 765001 770000 766,901
1 1525001 1530000 1,526,582
1 3645001 3650000 3,647,090
1 6485001 6490000 6,485,029
1 26420001 26425000 26,421,429
6320 57,002,500
87
Category of Shareholders
As at of June 30, 2022
88
Annual Report‘22
Ghandhara Nissan Limited
Consolidated
Reports
Directors’ Report on
Consolidated Financial Statements
The directors are pleased to present their report together with consolidated financial statements of
Ghandhara Nissan Limited and its subsidiary Ghandhara DF (Pvt.) Limited for the year ended 30th
June, 2022.
The economic outlook looks dismal in the light of global and domestic uncertainties together with
historic flooding in Pakistan. This has deteriorated the export-oriented sectors and will resultantly
further dent the FOREX position.
The Government has tightened the imports to control the current account deficit. This will bring the
economy into comparatively stable state and eventually support the PKR against USD.
The financial results for the year ended June 30, 2022 are summarized below:
2022 2021
(Rupees in ‘000)
Revenue 6,381,609 4,413,360
Gross Profit 560,641 574,327
Operating Profit 259,427 242,087
Profit after Tax 280,667 126,778
Earnings per share (Rs.) 4.92 2.22
Going forward, the Company aims to capitalize on the opportunities offered by the market through
expanding its product line-up.
Karachi
Dated: 4th October, 2022
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Annual Report‘22
Ghandhara Nissan Limited
91
INDEPENDENT AUDITORS' REPORT
TO THE MEMBERS OF GHANDHARA NISSAN LIMITED
Opinion
We have audited the annexed consolidated financial statements of Ghandhara Nissan Limited and
its subsidiary (the Group), which comprise the consolidated statement of financial position as at June
30, 2022, and the consolidated statement of profit or loss and other comprehensive income, the
consolidated statement of changes in equity and the consolidated statement of cash flows for the year
then ended, and notes to the consolidated financial statements, including a summary of significant
accounting policies and other explanatory information.
In our opinion, consolidated financial statements give a true and fair view of the consolidated financial
position of the Group as at June 30, 2022, and of its consolidated financial performance and its
consolidated cash flows for the year then ended in accordance with the accounting and reporting
standards as applicable in Pakistan.
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 Auditors'
Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are
independent of the Group 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 matter(s) are those matters that, in our professional judgment, were of most significance in
our audit of the consolidated financial statements of the current period. These matters were
addressed in the context of our audit of the consolidated financial statements as a whole, and in
forming our opinion thereon, and we do not provide a separate opinion on these matters.
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Annual Report‘22
Ghandhara Nissan Limited
S.No. Key Audit Matter How the matter was addressed in our audit
As disclosed in notes 4.1.1 and 5 to the financial Our audit procedures in respect of this area included:
statements, the Group, during the year, has
capitalised / incurred significant capital - Obtained an understanding of the management
expenditure with additions of Rs.2,026,200 controls over capitalization and on a sample
thousand made to its operating fixed asset on basis, tested relevant controls over
account of Chery car project, land and buildings. authorization and recording in the system;
We identified capital expenditure incurred
during the year as a key audit matter as this - On a sample basis, tested the costs incurred
represents significant transaction and involves with underlying supporting documentations i.e.
certain judgemental area such as capitalization purchase orders, delivery challans, supplier
of eligible cost as per accounting and reporting invoices, payment and other relevant
standards. documents;
Refer note 4.8 and 10 to the financial Our audit procedures in respect of this area included:
statements, the Group has stock-in-trade
aggregating Rs.4,331,960 thousand (2021: - Observed / attended physical inventory count
Rs.1,262,448 thousand) comprising raw procedures and compared physical count results
materials, stock in transit and finished goods with valuations sheets on a sample basis;
including trading goods. We identified this area
as a key audit matter because stock-in-trade - Compared on a sample basis specific purchases
constitutes 27.37% of the total assets of the and directly attributable cost with underlying
Group as at June 30, 2022 and determining an supporting documents;
appropriate valuation as a result of net
realizable value (NRV) involves management - On a sample basis, obtained supporting
judgement and estimation. documents relating to stock in transit for
assessing its valuation;
93
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 consolidated 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 consolidated financial statements, our responsibility is to read the
other information and, in doing so, consider whether the other information is materially inconsistent
with the consolidated 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.
Responsibilities of Management and the Board of Directors for the Consolidated Financial
Statements
Management is responsible for the preparation and fair presentation of the consolidated financial
statements in accordance with the accounting and reporting standards as applicable in Pakistan and
Companies Act, 2017 and for such internal control as management determines is necessary to enable
the preparation of consolidated financial statements that are free from material misstatement, whether
due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the
Group’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 Group or to cease operations, or has no realistic alternative but to do so.
The Board of Directors is responsible for overseeing the Group’s financial reporting process.
Auditors' Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated 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 consolidated 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 consolidated 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 Group’s internal control.
. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by management.
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Annual Report‘22
Ghandhara Nissan Limited
. 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 Group’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 consolidated 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 Group to cease to continue as a going concern.
. Evaluate the overall presentation, structure and content of the consolidated financial statements, including
the disclosures, and whether the financial statements represent the underlying transactions and events in
a manner that achieves fair presentation.
. Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business
activities within the Group to express an opinion on the consolidated financial statements. We are
responsible for the direction, supervision and performance of the group audit. We remain solely responsible
for our audit opinion.
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 consolidated 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.
The engagement partner on the audit resulting in this independent auditors' report is Osman Hameed Chaudhri.
95
Ghandhara Nissan Limited
Consolidated
Financial
Statements
96
Annual Report‘22
97
Ghandhara Nissan Limited
ASSETS
6,794,666 5,252,132
Current assets
4,331,960
Stock-in-trade 10 1,262,448
675,863
Investments 14 -
9,031,296 3,807,434
Total assets
15,825,962 9,059,566
Ahmad Kuli Khan Khattak Polad Merwan Polad Haroon Ahmed Zuberi
Chief Executive Officer Director Chief Financial Officer
98
Annual Report‘22
Ahmad Kuli Khan Khattak Polad Merwan Polad Haroon Ahmed Zuberi
Chief Executive Officer Director Chief Financial Officer
99
Ghandhara Nissan Limited
(Rupees)
Earnings per share - basic and diluted 35
4.92 2.22
The annexed notes from 1 to 46 form an integral part of these consolidated financial statements.
Ahmad Kuli Khan Khattak Polad Merwan Polad Haroon Ahmed Zuberi
Chief Executive Officer Director Chief Financial Officer
100
Annual Report‘22
Balance as at June 30, 2021 570,025 1,102,721 2,849,529 75,365 2,874,533 7,472,173 54
Total comprehensive income for
the year ended June 30, 2022
The annexed notes from 1 to 46 form an integral part of these consolidated financial statements.
Ahmad Kuli Khan Khattak Polad Merwan Polad Haroon Ahmed Zuberi
Chief Executive Officer Director Chief Financial Officer
101
Ghandhara Nissan Limited
102
Annual Report‘22
Ahmad Kuli Khan Khattak Polad Merwan Polad Haroon Ahmed Zuberi
Chief Executive Officer Director Chief Financial Officer
103
Ghandhara Nissan Limited
The principal business of the Company is assembly / progressive manufacturing of vehicles including
JAC Trucks and Chery SUVs, import and sale of parts / Nissan, Dongfeng and Renault vehicles in
completely built-up condition and assembly of other vehicles under contract agreement.
The Subsidiary Company has cooperation agreement with DongFeng Commercial Vehicles Limited
dated December 11, 2013 as well as ‘Motor Vehicles & Related Products Distribution’ agreements with
Wuhan DongFeng Foreign Trade Company Limited (a subsidiary company of DongFeng Automobile
Company Limited) dated January 24, 2014.
2. BASIS OF PREPARATION
2.1 Statement of compliance
These consolidated 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:
- International Financial Reporting Standards (IFRS) issued by the International Accounting Standards
Board (IASB) as notified under the Companies Act, 2017;
- Islamic Financial Accounting Standards (IFAS) issued by the Institute of Chartered Accountants of
Pakistan as notified under the Companies Act, 2017; and
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Annual Report‘22
Subsidiary is an entity over which the Group has the power to govern the financial and operating policies
generally accompanying a shareholding of more than one half of the voting rights. The existence
and effect of potential voting rights that are currently exercisable or convertible are considered when
assessing whether the Group controls another entity. Further, the Group also considers whether:
- decision making power allows the Group to affects its variable returns from the subsidiary.
Subsidiary is fully consolidated from the date on which control is transferred to the Group and is de-
recognized from the date the control ceases.
Inter-company transactions, balances, income and expenses on transactions between group companies
are eliminated. Profits and losses (unrealized) are also eliminated.
2.5.1 Standards and amendments to approved accounting standards effective in current year
New and amended standards mandatory for the first time for the financial year beginning July 1, 2021:
(a) Amendments to IFRS 16 ‘Leases’ is applicable on accounting periods beginning on or after June
1, 2020 and April 1, 2021. Under IFRS 16, rent concessions often met the definition of a lease
modification, unless they were envisaged in the original lease agreement. The amendment exempts
lessees from having to consider individual lease contracts to determine whether rent concessions
occurring as a direct consequence of the covid-19 pandemic are lease modifications and allows
lessees to account for such rent concessions as if they were not lease modifications. It applies to
covid-19-related rent concessions that reduce lease payments due on or before June 30, 2021. The
Board has extended the practical expedient by 12 months – i.e. permitting lessees to apply it to rent
concessions for which any reduction in lease payments affects only payments originally due on or
before June 30, 2022. This optional exemption gives timely relief to lessees and enables them to
continue providing information about their leases that is useful to investors. The amendment does
not affect lessors.
The other new standards, amendments to published accounting and reporting standards and
interpretations that are mandatory in Pakistan for the financial year beginning on July 1, 2021 are
considered not to be relevant or to have any significant effect on the Group’s financial reporting and
operations.
2.5.2 Standards, amendments to approved accounting standards and interpretations that are not yet
effective and have not been early adopted by the Group
The following new standards and amendments to approved accounting standards are not effective for
the financial year beginning on July 1, 2021 and have not been early adopted by the Group:
(a) Amendments to IAS 37 ‘Provisions, Contingent Liabilities and Contingent Assets’ is applicable for
accounting periods beginning on or after January 1, 2022. Under IAS 37, a contract is ‘onerous’ when
the unavoidable costs of meeting the contractual obligations – i.e. the lower of the costs of fulfilling
105
Ghandhara Nissan Limited
the contract and the costs of terminating it – outweigh the economic benefits. The amendments
clarify that the ‘costs of fulfilling a contract’ comprise both the incremental costs – e.g. direct labour
and materials; and an allocation of other direct costs – e.g. an allocation of the depreciation charge
for an item of property, plant and equipment used in fulfilling the contract. The amendment is not
expected to have material impact on the Group’s financial statements.
(b) Amendment to IAS 16 ‘Property, plant and Equipment’ is applicable on accounting periods beginning
on or after January 1, 2022. The amendments prohibit a company from deducting from the cost of
property, plant and equipment amounts received from selling items produced while the company is
preparing the asset for its intended use. Instead, a company will recognise such sales proceeds and
related cost in profit or loss. The amendments apply retrospectively, but only to items of property,
plant and equipment made available for use on or after the beginning of the earliest period presented
in the financial statements in which the company first applies the amendment. The amendment not
expected to have material impact on the Group’s financial statements.
(c)
Amendment to IAS 1 ‘Presentation of Financial Statements’ is applicable on accounting periods
beginning on or after January 1, 2023. Under existing IAS 1 requirements, companies classify a
liability as current when they do not have an unconditional right to defer settlement of the liability
for at least twelve months after the end of the reporting period. As part of this amendment, the
requirement for a right to be unconditional has been removed and instead, the amendments requires
that a right to defer settlement must have substance and exist at the end of the reporting period.
(d) Amendment to IAS 1, ‘Presentation of Financial Statements’ is applicable on accounting periods
beginning on or after January 1, 2023. The amendments includes requiring companies to disclose
their material accounting policies rather than their significant accounting policies, clarifying that
accounting policies related to immaterial transactions, other events or conditions are themselves
immaterial and as such need not be disclosed and also clarifying that not all accounting policies that
relate to material transactions, other events or conditions are themselves material to a company’s
financial statements.
(e) Amendments to IAS 8, ‘Accounting Policies, Changes in Accounting Estimates and Errors’ will
be applicable on accounting periods beginning on or after January 1, 2023. The International
Accounting Standards Board (the Board) has issued amendments to end diversity in treatment
of accounting estimates and clarified how companies should distinguish changes in accounting
policies from changes in accounting estimates, with a primary focus on the definition of and
clarifications on accounting estimates. Developing an accounting estimate includes both selecting a
measurement technique (estimation or valuation technique) – e.g. an estimation technique used to
measure a loss allowance for expected credit losses when applying IFRS 9 Financial Instruments;
and – choosing the inputs to be used when applying the chosen measurement technique – e.g. the
expected cash outflows for determining a provision for warranty obligations when applying IAS 37
‘Provisions, Contingent Liabilities and Contingent Assets’. The effects of changes in such inputs or
measurement techniques are changes in accounting estimates.
(f) Amendments to IAS 12, ‘Income taxes’ will be applicable on accounting periods beginning on or
after January 1, 2023. The amendments narrow the scope of the initial recognition exemption (IRE)
so that it does not apply to transactions that give rise to equal and offsetting temporary differences.
As a result, companies will need to recognise a deferred tax asset and a deferred tax liability for
temporary differences arising on initial recognition of a lease and a decommissioning provision.
There are a number of other standards, amendments and interpretations to the published standards
that are not yet effective and are also not relevant to the Group and, therefore, have not been
presented here.
3. BASIS OF MEASUREMENT
3.1 These consolidated financial statements have been prepared under the historical cost convention, except
for certain classes of property, plant and equipment which have been included at revalued amounts,
certain financial assets carried at fair value and provision for gratuity which is carried at present value of
defined benefit obligation net of fair value of plan assets.
3.2 The preparation of consolidated financial statements in conformity with approved accounting standards
requires management to make judgments, estimates and assumptions that affect the application of
accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results
may differ from these estimates.
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Estimates and underlying assumptions are reviewed on an on-going basis. Revisions to accounting
estimates are recognised in the period in which the estimate is revised and in any future periods affected.
The areas where various assumptions and estimates are significant to the Group’s financial statements
or where judgment was exercised in application of accounting policies are as follows:
(i) Estimate of useful lives and residual values of property, plant & equipment and intangible assets
(notes 4.1 and 4.2)
Subsequent cost
Subsequent cost are included in the asset’s carrying amount or recognised as a separate asset, as
appropriate, only when it is probable that future economic benefits associated with the item will flow to
the entity and its cost can be reliably measured. Cost incurred to replace a component of an item of
operating fixed assets is capitalised and the asset so replaced is retired from use. Normal repairs and
maintenance are charged to the consolidated profit or loss during the period in which they are incurred.
Depreciation
Depreciation on all items of operating fixed assets other than freehold land is charged to profit or loss
applying the reducing balance method at the rates stated in note 5.1. Depreciation on additions to
operating fixed assets is charged from the month in which an asset is acquired or capitalised while no
depreciation is charged for the month in which the asset is disposed-off.
The depreciation method and useful lives of items of operating fixed assets are reviewed periodically
and altered if circumstances or expectations have changed significantly. Any change is accounted for
as a change in accounting estimate by changing depreciation charge for the current and future periods.
Disposal
Gains or losses on disposal or retirement of fixed assets are determined as the difference between the
sale proceeds and the carrying amounts of assets and are included in the consolidated profit or loss.
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Ghandhara Nissan Limited
Revaluation of assets
Revaluation is carried out with sufficient regularity to ensure that the carrying amount of assets does
not differ materially from the fair value. Any Surplus on revaluation of fixed assets is recognised in other
comprehensive income and presented as a separate component of equity as “Surplus on revaluation of
fixed assets”, except to the extent that it reverses a revaluation decrease for the same asset previously
recognised in profit or loss, in which case the increase is credited to profit or loss to the extent of the
decrease previously charged. Any decrease in carrying amount arising on the revaluation of operating
fixed assets is charged to profit or loss to the extent that it exceeds the balance, if any, held in the
revaluation surplus on operating fixed assets relating to a previous revaluation of that asset. The
revaluation reserve is not available for distribution to the Group’s shareholders.
4.1.2 Right of use assets
The Group generally leases vehicles for his employees and own use. At the inception of a contract, the
Group assesses whether a contract is, or contains, a lease based on whether the contract conveys the
right to control the use of an identified asset for a period of time in exchange for consideration. Lease
term for vehicle is normally for five years.
Leases are recognised as right-of-use assets and corresponding liabilities at the date at which the
leased assets are available for use by the Group.
The lease liabilities are initially measured at the present value of the remaining lease payments at the
commencement date, discounted using the interest rate implicit in the lease. Lease payment includes
principle along with interest. The lease liabilities are subsequently measured at amortised cost using the
effective interest rate.
Right-of-use assets are initially measured based on the initial amount of the lease liabilities adjusted for
any lease payments made at or before the commencement date, plus any initial direct costs incurred
and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying
asset or the site on which it is located, less any lease incentive received. The right-of-use assets are
depreciated on reducing balance method. The carrying amount of the right-of-use asset is reduced by
impairment losses, if any. At transition, the Company recognised right of use assets equal to the present
value of lease payments.
Payments associated with short-term leases and leases of low-value assets are recognised on a
straight-line basis as an expense in statement of profit or loss. Short-term leases are leases with a lease
term of 12 months or less.
Impairment
The Group assesses at each reporting date whether there is any indication that operating fixed assets
may be impaired. If such indication exists, the carrying amounts of such assets are reviewed to assess
whether they are recorded in excess of their recoverable amount. Where carrying values exceed the
respective recoverable amount, assets are written down to their recoverable amounts and the resulting
impairment loss is taken to consolidated profit or loss except for impairment loss on revalued assets,
which is adjusted against related revaluation surplus to the extent that the impairment loss does not
exceed the surplus on revaluation of that asset.
4.1.3 Capital work-in-progress
Capital work-in-progress is stated at cost less identified impairment loss, if any. All expenditure connected
with specific assets incurred during installation and construction period are carried under capital work-
in-progress. These are transferred to specific assets as and when assets are available for use.
4.2 Intangible assets
Intangible assets are stated at cost less accumulated amortisation and impairment loss, if any.
Cost associated with developing or maintaining computer software programs are recognised as an
expense as incurred. Costs that are directly associated with identifiable and unique software products
controlled by the Group and will probably generate economic benefits exceeding costs beyond one year,
are recognised as intangible assets. Direct costs include staff cost, costs of the software development
team and an appropriate portion of relevant overheads.
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Subsequent expenditure
Expenditure which enhance or extend the performance of computer software programs beyond their
original specifications are recognised as capital improvement and added to the original cost of the software.
Amortisation
Intangible assets are amortised using the reducing balance method at the rate stated in note 6.
4.3 Non current assets held for sale
Non current assets are classified as assets held for sale when their carrying amount is to be recovered
principally through a sale transaction rather than continuing use and sale is considered highly probable.
They are stated at the lower of carrying amount and fair value less cost to sell.
4.4 Financial assets
4.4.1 Classification
The Group has classified its financial assets into following categories: financial assets at amortised
cost, financial assets at fair value through profit or loss and financial assets at fair value through other
comprehensive income. The financial assets are classified at initial recognition based on the business
model used for managing the financial assets and contractual terms of the cash flows.
(a) Financial assets at amortised cost
A financial asset shall be classified as financial asset at amortised cost if both of the following conditions
are met:
- the asset is held within a business model whose objective is to hold assets in order to collect
contractual cash flows; and
- the contractual terms of the financial asset give rise on specified dates to cash flows that are
solely payments of principal and interest on the principal amount outstanding.
(b) Financial assets at fair value through other comprehensive income
The fair value through other comprehensive income classification is mandatory for certain debt
instrument assets unless the option to classify as fair value through profit or loss is taken.
If an equity investment is not held for trading, an entity can make an irrevocable election at initial
recognition to measure it at fair value through other comprehensive income with only dividend income
recognised in profit or loss.
(c) Financial assets at fair value through profit or loss
A debt instrument can be classified as a financial asset at fair value through profit or loss if doing so
eliminates or significantly reduces a measurement or recognition inconsistency that would otherwise
arise from measuring assets or liabilities or recognising the gains or losses on them on different bases.
All equity instruments are to be classified as financial assets at fair value through profit or loss, except
for those equity instruments for which the Group has elected to present value changes in other
comprehensive income.
4.4.2 Recognition and measurement
Regular purchases and sales of financial assets are recognised on the trade date i.e. the date on which
the Group commits to purchase or sell the asset. Investments are initially recognised at fair value plus
transaction costs for all financial assets not carried at fair value through profit or loss. Financial assets
carried at fair value through profit or loss are initially recognised at fair value, and transaction costs are
expensed in the profit and loss account. Financial assets are derecognised when the rights to receive
cash flows from the investments have expired or have been transferred and the group has transferred
substantially all risks and rewards of ownership.
After initial recognition, an entity shall measure a financial asset at fair value or amortised cost.
Gains or losses arising from changes in fair value of the ‘financial assets at fair value through profit or
loss’ category are presented in the profit and loss account within ‘Other income / other expenses’ in the
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Ghandhara Nissan Limited
period in which they arise. Dividend income from financial assets at fair value through profit or loss is
recognised in the profit and loss account as part of ‘Other income’ when the Group’s right to receive
payments is established.
Gains or losses arising from changes in fair value of the ‘financial assets at fair value through other
comprehensive income’ category are recognised in other comprehensive income with only dividend
income recognised in profit or loss.
Financial liabilities are recognised at the time when the Group becomes a party to the contractual provisions
of the instrument. All financial liabilities are recognised initially at fair value less directly attributable
transactions costs, if any, and subsequently measured at amortised cost using effective interest method
unless financial liabilities are held for trading, in which case it is required to be measured at fair value
through profit or loss or where entity elects to measure at financial liability, under fair value option.
A financial liability is derecognised when the obligation under the liability is discharged or cancelled or
expired. Where an existing financial liability is replaced by another from the same lender on substantially
different terms or the terms of an existing liability are substantially modified, such an exchange or
modification is treated as a derecognition of original liability and recognition of a new liability and the
difference in respective carrying amounts is recognised in the profit and loss account.
Financial assets and liabilities are offset and the net amount reported in the consolidated statement of
financial position when there is a legally enforceable right to offset the recognised amounts and there is
an intention to settle on a net basis or realise the asset and settle the liability simultaneously. The legally
enforceable right must not be contingent on future events and must be enforceable in the normal course
of business and in the event of default, insolvency or bankruptcy of the Group or the counter party.
Stores, spares and loose tools are stated at the cost which is based on weighted average cost less
provision for obsolescence, if any. Items in transit are stated at cost comprising of invoice value plus
other charges thereon accumulated up to the reporting date.
4.8 Stock-in-trade
These are valued at lower of cost and net realisable value. The cost of various classes of stock-in-trade
is determined as follows:
Trade debts are initially recognised at original invoice amount which is the fair value of the consideration
to be received in future and subsequently measured at cost less provision for doubtful debts. The
Company uses simplified approach for measuring the expected credit losses for all trade and other
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Annual Report‘22
receivables including contract assets based on lifetime expected credit losses. The Company has
estimated the credit losses using a provision matrix where trade receivables are grouped based on
different customer attributes along with historical, current and forward looking assumptions. Debts
considered irrecoverable are written off.
4.10 Loans and receivables
Loans and receivables are non-derivative financial assets with fixed or determinable payments that are
not quoted in an active market. They are included in current assets, except for maturities outstanding for
more than 12 months as at the reporting date, in which case, they are classified as non current assets.
– Return on bank deposits, term deposit receipts and scrap sales is accounted for on accrual basis.
Government grants are recognised at their fair value where there is a reasonable assurance that
the grant will be received and the Group will comply with all conditions of the grant. The benefit of
a government loan at a below-market rate of interest is treated as a government grant. Government
grants relating to costs are deferred and recognised in the consolidated statement of profit or loss over
the period necessary to match them with the costs that they are intended to compensate.
Borrowing cost are recognised as an expense in the period in which they are incurred except where
such costs are directly attributable to the acquisition, construction or production of a qualifying asset in
which case such costs are capitalised as part of the cost of that asset.
The foreign currency transactions are translated into the functional currency using the exchange rates
prevailing at the dates of transactions. The closing balance of non-monetary items is included at the
exch ange rate prevailing on the date of the transaction and monetary items are translated using the
exchange rate prevailing on the reporting date. Foreign exchange gains and losses resulting from the
settlement of such transactions and from the translation at year-end exchange rates of monetary assets
and liabilities denominated in foreign currencies are recognised in profit and loss account with other
income / other operating expenses.
The carrying amounts of the Group’s assets are reviewed at each reporting date to identify circumstances
indicating occurrence of impairment loss or reversal of provisions for impairment losses. If any indications
exist, the recoverable amounts of such assets are estimated and impairment losses or reversals of
impairment losses are recognised in the consolidated profit or loss. Reversal of impairment loss is
restricted to the original cost of the asset.
Segment information is presented on the same basis as that used for internal reporting purposes by the
Chief Operating Decision Maker, who is responsible for allocating resources and assessing performance
of the operating segments. On the basis of its internal reporting structure, the Group considers itself to
be a single reportable segment.
The Group presents basic and diluted earnings per share (EPS) data for its ordinary shares. Basic
EPS is calculated by dividing the consolidated profit or loss attributable to ordinary shareholders of the
Holding Company by the weighted average number of ordinary shares outstanding during the period.
Dividend and other appropriations to reserves are recognised in the period in which they are approved.
113
114
5.1 Operating fixed assets
Depreciation charge - (15,344) (36,125) (4,434) (3,919) (39,390) (2,241) (4,194) (6,694) (3,830) (1,104) (2,035) (22,246) (141,556)
Closing net book value 1,567,875 138,099 686,369 84,252 74,454 737,959 8,965 38,023 25,819 9,040 2,347 7,312 99,602 3,480,116
At June 30, 2021
Revaluation / cost 1,567,875 222,980 776,684 93,745 87,206 872,789 34,128 52,905 94,976 36,918 15,100 23,990 156,436 4,035,732
Accumulated depreciation - (84,881) (90,315) (9,493) (12,752) (134,830) (25,163) (14,882) (69,157) (27,878) (12,753) (16,678) (56,834) (555,616)
Net book value 1,567,875 138,099 686,369 84,252 74,454 737,959 8,965 38,023 25,819 9,040 2,347 7,312 99,602 3,480,116
Year ended June 30, 2022
Opening net book value 1,567,875 138,099 686,369 84,252 74,454 737,959 8,965 38,023 25,819 9,040 2,347 7,312 99,602 3,480,116
Additions - 202,336 3,300 441,424 - 532,903 794,041 11,372 13,958 5,032 1,487 3,416 16,931 2,026,200
Disposals (Note 5.7)
- cost - - - - - - - - (6,825) - - - (11,714) (18,539)
- accumulated depreciation - - - - - - - - 2,417 - - - 4,295 6,712
- - - - - - - - (4,408) - - - (7,419) (11,827)
Depreciation charge (Note 5.5) - (15,496) (34,344) (6,052) (3,723) (45,136) (54,729) (4,215) (6,858) (3,891) (986) (3,017) (21,606) (200,053)
Closing net book value 1,567,875 324,939 655,325 519,624 70,731 1,225,726 748,277 45,180 28,511 10,181 2,848 7,711 87,508 5,294,436
At June 30, 2022
Revaluation / cost 1,567,875 425,316 779,984 535,169 87,206 1,405,692 828,169 64,277 102,109 41,950 16,587 27,406 161,653 6,043,393
Accumulated depreciation - (100,377) (124,659) (15,545) (16,475) (179,966) (79,892) (19,097) (73,598) (31,769) (13,739) (19,695) (74,145) (748,957)
Net book value 1,567,875 324,939 655,325 519,624 70,731 1,225,726 748,277 45,180 28,511 10,181 2,848 7,711 87,508 5,294,436
Depreciation rate (% per annum) 10 5 5 5 5 20 10 20 33 33 33 20
Annual Report‘22
5.2 Particulars of immovable property (i.e. freehold lands and leasehold lands) of the Holding
Company are as follows:
5.3 Freehold land, buildings on freehold land and plant & machinery had previously been revalued on June
30, 1997, June 30, 1999, January 1, 2004, June 30, 2009 and June 30, 2014.
The Holding Company as on December 31, 2018 again revalued its freehold land, buildings on freehold
land, plant & machinery and assembly jigs. The revaluation exercise was carried out by independent
valuer - Tristar International Consultant (Private) Limited, (Approved valuers of Pakistan Banks’
Association) Room No. 17, 3rd Floor, Davis Hytes,38-Davis Road, Lahore. Freehold land was revalued
on the basis of current market price whereas buildings on freehold land, plant & machinery and assembly
jigs were revalued on the basis of depreciated market value (level 2 of fair value hierarchy).The different
levels of fair value have been defined in IFRS 13 and are mentioned in note 39.2.
The surplus arisen on latest revaluation exercise aggregating Rs.1,431,103 thousand has been
incorporated in the books of the Holding Company and at the time of latest revaluation, forced sale
value of the freehold lands, buildings on freehold lands and plant & machinery along with jigs were
Rs.1,254,300 thousand, Rs.596,642 thousand and Rs.478,906 thousand respectively.
5.4 Had the operating fixed assets been recognised under the cost model, the carrying amount of each
revalued class of operating fixed assets would have been as follows:
5.6 The Holding Company’s present and future land, buildings on freehold land, plant & machinery and
specific vehicles are under mortgaged / hypothecated charged up to Rs.2,677,667 thousand (2021:
Rs.2,010,667 thousand) with banks for finance facilities.
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Ghandhara Nissan Limited
5.7 The details of operating fixed assets disposed-off are as follows:
5.8 Include Rs. 25,000 thousand advance paid to Business Vision (Private) Limited - a related party against
reservation of floor in project name SKY GARDEN located at office building at plot no.108, C.F, 1-5, old
clifton quarters, Karachi.
5.9 Included pre fabricated building material amounting Rs.71,237 thousand, sold to M/s. Rehman Cotton
Mills Limited, a related party for net sale proceed of Rs.73,428 thousand and recorded a gain of Rs.2,191
thousand.
6. INTANGIBLE ASSETS
7.1.1 Investment in Ghandhara Industries Limited (GIL) represents 8,132,336 (2021: 8,132,336) fully paid
ordinary shares of Rs.10 each representing 19.09% (2021: 19.09%) of its issued, subscribed and
paid-up capital as at June 30, 2022. 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.
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Annual Report‘22
7.1.2
The summary of financial statements / reconciliation of GIL as of March 31, 2022 is as follows:
March 31, March 31,
2022 2021
(Rupees in ‘000)
Summarised Statement of Financial Position
Non current assets 4,317,751 4,546,088
Current assets 12,043,187 11,002,722
16,360,938 15,548,810
Non current liabilities 120,465 164,320
Current liabilities 9,375,985 9,896,224
9,496,450 10,060,544
Net asset 6,864,488 5,488,266
Reconciliation to carrying amount
Opening net assets 5,488,266 4,184,106
Profit / (loss) for the year 1,380,143 (404,998)
Other comprehensive (loss) / income (3,921) 1,709,158
Closing net assets 6,864,488 5,488,266
7.1.3 The above figures are based on unaudited condensed interim financial information of GIL as at
March 31, 2022. The latest financial statements of GIL as at June 30, 2022 are not presently
available. Accordingly, results of operations of first three quarters of financial year 2022 and last
quarter of financial year 2021 have been considered.
7.1.4 The investee company is an Associate of the Company by virtue of common directorship.
7.1.5 The market value of investment as at June 30, 2022 was Rs.1,284,665 thousand (2021: Rs.2,269,084
thousand).
7.1.6 3,924,684 (2021: Nil) shares of GIL having fair value Rs.619,982 thousand (2021: Rs. Nil) are under
lien of a commercial bank as collateral against short term finance facility.
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Ghandhara Nissan Limited
8. LONG TERM LOANS - Unsecured,
considered good and interest free
Note 2022 2021
(Rupees in ‘000)
Loans to employees
Related parties - Key Management Personnel 8.1 & 8.2 579 1,731
Other employees 8.1 14,618 18,190
15,197 19,921
Less: amounts recoverable within one year and
grouped under current assets
Related parties - Key Management Personnel 579 1,152
Other employees 4,704 4,240
12 5,283 5,392
9,914 14,529
8.1 These represent interest-free loans provided to employees of the Group as per terms of employment for
various purposes. These loans are repayable on monthly instalments, which vary from case to case.
8.2 The maximum aggregate amount outstanding at the end of any month during the year ended
June 30, 2022 from Key Management Personnel aggregated to Rs.1,635 thousand (2021:
Rs.2,715 thousand).
8.3 The carrying values of these loans are neither past due nor impaired. The credit quality of these financial
assets can be assessed with reference to no default in recent history.
10. STOCK-IN-TRADE
Raw materials
In hand 1,603,899 277,572
Provision for obsolete / slow moving inventories 10.1 (11,184) (11,184)
1,592,715 266,388
In transit 1,002,534 -
2,595,249 266,388
Finished goods
In hand
Complete built units - trucks and cars 312,196 220,055
Complete knockdown units - trucks and cars 719,858 356,226
Spare parts 331,294 194,399
Held with third parties
Complete built units - trucks and cars 90,197 89,199
Complete knockdown units - trucks and cars 271,326 66,194
In transit
Complete built units - trucks 2,326 63,330
Spare parts 9,514 6,657
1,736,711 996,060
4,331,960 1,262,448
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Annual Report‘22
10.1 Movement of provision for slow moving inventories Note 2022 2021
(Rupees in ‘000)
At beginning of the year, 11,184 15,000
Provision made during the year 28.1 - 1,950
Provision written - off during the year - (5,766)
At the end of the year 11,184 11,184
10.2 The present and future stock-in-trade, trade debts and receivables aggregating Rs.9,821,018 thousand
(2021: Rs.7,968,685 thousand) are under pledge / joint hypothecation charge with banks against short
term finances and running finances (Refer note 25).
11.1 The ageing of the trade debts receivable from an Associated Company as at the reporting date is as
follows:
2022 2021
(Rupees in ‘000)
Up to 3 months 98,679 19,325
11.2 The maximum aggregate amount of trade receivable from related parties at the end of any month during
the year was Rs.147,144 thousand (2021: Rs.98,593 thousand).
Note 2022 2021
11.3 Movement in provision for expected credit losses
(Rupees in ‘000)
Balance at beginning of the year 32,374 35,176
Reversal for the year - net (14,938) (2,802)
Balance at end of the year 17,436 32,374
Advances to:
Related party- Key Management Personnel 18 20
Other employees 3,291 2,048
Provision for doubtful loans - other employees (454) (454)
Suppliers, contractors and others 47,941 3,676
50,796 5,290
Letters of credit 452 1,283
56,531 11,965
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Ghandhara Nissan Limited
13. DEPOSITS AND PREPAYMENTS Note 2022 2021
(Rupees in ‘000)
Deposits - considered good and interest free - 260
Prepaid
- rent [BSL - the Ultimate Holding Company] - 12,100
- rent others 238 274
- insurance - 5,000
238 17,374
Current account balances with statutory authorities 5,500 56,254
5,738 73,888
14. INVESTMENTS
2022 2021
(Number of Units)
2,998,639 - HBL Financial Sector Income
Fund Plan I 300,000 -
1,002,513 - Meezan Rozana Amdani Fund 50,126 -
1,484,740 - HBL Cash Fund 150,423 -
15,128,863 - NBP Money Market Fund 150,246 -
247,981 - UBL Liquidity Plus Fund - Class ‘C’ 25,068 -
675,863 -
16.1 At reporting date, these carry mark-up up to the rate of 12.25% (2021:5.50%) per annum.
16.2 This carries mark-up at the rate 13.00% (2021: 6.25% ) per annum.
16.3 Term deposit receipts (TDRs) have expected maturity up to 90 (2021:90) days from respective dates of
acquisition. These TDRs carry mark-up at rate ranging from 9.80% to 11.65% (2021: 6.40% to 7.25% )
per annum.
16.4 These are under lien as cash margin against financing facilities availed from financial institutions under
Temporary Economic Refinance Facility (TERF). (Refer note 20).
16.5 This represents provision made against bank balance held with Indus Bank Limited whose operations
were ceased by the State Bank of Pakistan and is under liquidation. The above balance is net of
Rs.42,586 thousand deposited in the deposit account and margin account against four letters of credit
due in May and June 2000. Despite full payments and several reminders, the payment of above letters
120 of credit has not been made to the supplier of goods. The Group considers that it has discharged its
obligation against the said letters of credit.
Annual Report‘22
2022 2021
(No. of shares)
26,800,000 26,800,000 Ordinary shares of Rs.10 each
fully paid in cash 268,000 268,000
200,000 200,000 Ordinary shares of Rs.10 each
issued as fully paid
bonus shares 2,000 2,000
30,002,500 30,002,500 Ordinary shares of Rs.10 each
issued for acquisition 300,025 300,025
57,002,500 57,002,500 570,025 570,025
17.3 At June 30, 2022, Bibojee Services (Private) Limited (the Ultimate Holding Company) holds 57.76%
(2021: 57.76%) of share capital of the Holding Company.
17.4 The holders of ordinary shares are entitled to receive dividends as declared from time to time and are
entitled to one vote per share at general meetings of the Company. All shares rank equally with regard
to Holding Company’s residual assets.
Note 2022 2021
18. SURPLUS ON REVALUATION OF (Rupees in ‘000)
FIXED ASSETS - Net
Surplus on revaluation of the Holding 18.1 2,142,524 2,176,240
Company’s fixed assets
Share of surplus on revaluation of fixed
assets of an Associated Company 671,060 673,289
2,813,584 2,849,529
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Ghandhara Nissan Limited
19.1 These represent vehicles acquired under diminishing musharakah arrangements from two financial
institutions. Rentals are payable on monthly basis. These finance facilities, during the year, were subject
to finance cost at the rates ranged from 8.45% to 16.63% (2021: 8.24% to 12.00%) per annum. These
facilities are secured against title of the leased vehicles in the name of lessor. The Group intends to
exercise its option to purchase the leased vehicles upon completion of the lease terms.
The future minimum lease payments to which the Group is committed under the agreements will be due
as follows:
20.1.1 This represents long term loans received from Bank Alfalah Limited and Bank of Punjab under ‘Refinance
Scheme for payment of Wages and Salaries to the Workers and Employees of Business Concerns’
(the Scheme) introduced by the State Bank of Pakistan. These facilities are secured first equitable
mortgage charge over industrial plot (land) limited to Rs.200 million with 25% margin. Mark-up on loans
is chargeable at 1% and 2.50%. The principal is repayable in eight quarterly installments started from
January, 2021. The Holding Company during the year repaid Rs.95,601 thousand.
20.1.2 The Holding Company has obtained demand finance loan facility amounting Rs.500,000 thousand from
Karandaaz Pakistan for the purpose of onwards lending to SME truck owners. The loan carries mark-
up at the rate of 3 months KIBOR plus 1.50% and is secured against first pari passu by the way of
hypothecation charge over all present and future current assets with 25% margin. This loan is for up to
three years from the date of disbursement and is repayable in monthly equal instalments. The Holding
Company during the year repaid Rs.37,774 thousand.
20.1.3 This represents loan received from JS Bank Limited under Temporary Economic Refinance Facility
(TERF) introduced by State Bank of Pakistan for the purpose to finance / retire letter of credits for import
/ purchase of brand new plant and machinery for Chery car project. The facility is secured against 100%
cash collateral in shape of lien over 3 months term deposit. Mark-up is chargeable at SBP rate (1%)
plus 3.50% bps per annum. The loan is for ten years with a grace period of two years and is repayable
in thirty two equal quarterly instalments.
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20.1.4 This represents loan received from Dubai Islamic Bank under Islamic Temporary Economic Refinance
Facility (ITERF) introduced by State Bank of Pakistan for the purpose to finance import of brand new
plant and machinery for Chery car project. The facility is secured against 100% cash margin under lien
over deposit account. Mark-up is chargeable at SBP rate (1%) plus 3% bps per annum. The loan is for
seven years with a grace period of two years and is repayable in twenty equal quarterly instalments.
21.1 The Company recognised government grant on below market interest loan received - (note 20) in
accordance with IAS - 20 ‘Accounting for government grants and disclosure of government assistance’.
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Ghandhara Nissan Limited
24. TRADE AND OTHER PAYABLES Note 2022 2021
(Rupees in ‘000)
24.1 Includes Rs.2,060 thousand (2021: Rs.4,337 thousand) and Rs.2,662 thousand (Rs. Nil) payable to
Ghandhara Tyre and Rubber Company Limited - an Associated Company and Bibojee Services (Private)
Limited - the Holding Company respectively.
24.2 Includes Rs.5,363 thousand (2021: Rs.12,266 thousand) which pertains to a Key Management Person.
The Holding Company and the Subsidiary Company have established separate funds namely ‘Ghandhara
Nissan Limited - Employees Gratuity Fund’ [GNL-GF] and ‘Ghandhara DF (Private) Limited - Employees
Gratuity Fund’ [GDF-GF] respectively, which are governed under an irrevocable trust to pay / manage
gratuities of eligible employees. These are trustee-administered fund and are governed by local
regulations which mainly includes Trust Act, 1882, Companies Act, 2017, Income Tax Ordinance, 2001,
Income Tax Rules, 2002 and Rules under the Trust deeds of the respective Schemes. Responsibility for
governance of the Schemes, including investment decisions and contributions schedules lies with the
board of trustees. Trustee of the Fund are appointed by the Group and are employees of the Holding
Company.
The latest actuarial valuation of both Schemes as at June 30, 2022 was carried out using the ‘Projected
Unit Credit Method’. Details of the Scheme as per the actuarial valuation are as follows:
The sensitivity of the defined benefit obligation to changes in principal assumptions is:
The methods and types of assumptions used in preparing the sensitivity analysis did not change
compared to the previous period.
24.4.9 Based on actuary’s advice, the expected charge to consolidated statement of profit or loss for the year
ending June 30, 2023 amounts to Rs.16,753 thousand.
24.4.10 The weighted average durations of GNL-GF and GDF-GF schemes are 9 years and 16 years respectively.
24.6 Includes deposits and instalments under the Group’s staff vehicle policy aggregating Rs.28,453 thousand
(2021: Rs.23,985 thousand).
2022 2021
25. SHORT TERM BORROWINGS
(Rupees in ‘000)
Running finances / musharakah 347,460 189
Finance against imported merchandise 93,751 -
Term finance - short term loans
carry mark-up @ 14.81 (2021:8.20%) 140,000 240,000
581,211 240,189
25.1 Running finances facilities available from commercial banks under mark-up arrangements aggregate to
Rs.1,405,000 thousand including sub limits of facilities for opening letters of credits (2021:Rs.1,390,000
thousand) and are secured by way of equitable, hypothecation and pari passu charge over fixed
and current assets of the Group. These, during the current financial year, carry mark-up at the rates
ranging from 8.51% to 15.31% (2021: 8.03% to 12.19%) per annum. The arrangements are expiring on
December 31, 2022.
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25.2 The facilities for opening letters of credit as at June 30, 2021 aggregate to Rs.5,450,000 thousand (2021:
Rs.5,050,000 thousand) of which the amount remained unutilised at the year-end was Rs.6,582,682
thousand (2021: Rs.3,978,945 thousand). Further, the Group also has facilities of Finance against
Import Merchandise aggregating Rs.3,350,000 thousand (2021: Rs.4,000,000 thousand) as sub limits
of these letters of credit facilities and letters of guarantee facilities aggregating Rs.562,000 thousand
(2021: Rs.400,000 thousand) including Rs.400,000 thousand as sub limits of these letters of credit
facilities. These facilities are secured against effective pledge of imported consignments, first pari passu
charge over land along with buildings and plant & machinery and hypothecation charge over present
and future stocks & books debts. The arrangements are expiring on December 31, 2022.
25.3 Facilities aggregated Rs.1,600,000 thousand (2021: Rs.1,350,000 thousand) out of the above mentioned
facilities are also available to the Group level.
26.2 Commitment in respect of irrevocable letters of credit as at June 30, 2022 aggregate to
Rs.1,067,318 thousand (2021: Rs.1,876,651 thousand).
26.3 Guarantees aggregating Rs.89,234 thousand (2021: Rs.23,830 thousand) are issued by banks of the
Group to various government and other institutions. Further, the Holding Company has issued corporate
guarantees aggregating Rs.583,954 thousand (2021: Rs.484,716 thousand) to the commercial banks
against running finances and letters of credit facilities utilised by the Subsidiary Company.
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Ghandhara Nissan Limited
28.1 Cost of goods manufactured Note 2022 2021
(Rupees in ‘000)
28.3 Salaries, wages and benefits include Rs.8,367 thousand (2021: Rs.9,441 thousand) and
Rs.6,768 thousand (2021: Rs.6,267 thousand) in respect of staff retirement gratuity and staff provident
fund respectively.
Note 2022 2021
29. DISTRIBUTION COST (Rupees in ‘000)
Salaries and benefits 29.1 96,787 100,258
Utilities 766 887
Rent 5,317 6,788
Insurance 1,582 1,201
Repair and maintenance 554 816
Travelling and entertainment 2,433 1,470
Telephone and postage 643 1,267
Depreciation 5.5 2,553 2,304
Vehicle running 998 988
Printing, stationery and office supplies 2,721 209
Security 360 670
Warranty services 1,921 2,858
Godown and forwarding 7,946 3,196
Sales promotion expenses 14,546 3,428
Others 1,021 602
140,148 126,942
29.1 Salaries and benefits include Rs.2,105 thousand (2021: Rs.2,241 thousand) and Rs.3,378 thousand
(2021: Rs.3,559 thousand) in respect of staff retirement gratuity and staff provident fund respectively.
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30.1 Salaries and benefits include Rs.3,729 thousand (2021: Rs.4,105 thousand) and Rs.4,432 thousand
(2021: Rs.3,936 thousand) in respect of staff retirement gratuity and staff provident fund respectively.
Note 2022 2021
30.2 Auditors’ remuneration
(Rupees in ‘000)
30.3 None of the directors or their spouses had any interest in the donees.
31.1 Interest at the rates ranged from 6.40% to 11.65% (2021: 6.30% to 11.64%) per annum has been
earned during the year on term deposit receipts and deposit accounts placed under conventional
banking system.
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Ghandhara Nissan Limited
32. OTHER EXPENSES Note 2022 2021
(Rupees in ‘000)
Mark-up on:
- long term borrowings 24,363 3,381
- running finances 85,591 14,730
- short term borrowings 69,616 3,289
179,570 21,400
Lease finance charges 7,393 7,273
Interest on workers’ profit participation fund 24.5 201 -
Bank and other charges 7,318 5,236
194,482 33,909
34. TAXATION
Current
Current tax on profits for the year 82,423 70,356
Adjustment for current tax of prior years - (41,924)
82,423 28,432
Deferred
Origination and reversal of temporary differences (34,731) (24,330)
47,692 4,102
34.1 No numeric tax rate reconciliation for the current year and preceding year is given in the consolidated
financial statements, as provision made primarily represents minimum tax due under section 113 of
the Income Tax Ordinance, 2001 (the Ordinance) and tax deducted under section 150 and 153 of the
Ordinance.
(Number of shares)
(Rupees)
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Annual Report‘22
36.1 The Chief Executive of the Holding Company is also entitled for the use of the Company maintained car,
security, telephone, club and medical expenses at actual. He is also entitled to receive other benefits as
per Holding Company policy applicable to all management employees.
36.2 Certain Executives of the Holding Company are also provided with free use of the Holding Company
maintained vehicles.
36.3 Aggregate amount charged in the Consolidated financial statements for meeting fee to Directors of
Holding Company and Subsidiary Company was Rs.4,223 thousand (2021: Rs.3,540 thousand).
37. TRANSACTIONS WITH RELATED PARTIES
Related parties comprise of the Ultimate Holding Company, Associated Companies, directors of the
Group, companies in which directors are interested, staff retirement benefit plans, key management
personnel and close members of the families of the directors & key management personnel (head of
department). The Group in the normal course of business carries out transactions with various related
parties. Amounts due from and to related parties are shown under receivables and payables. Significant
transactions with related parties are as follows:
(i) Ultimate Holding Company
Bibojee Services (Private) Corporate office rent 14,762 13,310
Limited - 57.76% shares Contract assembly revenue 2,106 -
held in the Company Sale of fleet vehicle 2,600 -
Reimbursement of expenses 652 -
(ii) Associated Companies
Ghandhara Industries Limited Contract assembly revenue 847,987 588,843
19.09% shares held by Reimbursement of expenses 108 638
the Company (37.1) Purchase of parts 204 621
Sale of parts - 4
Head office rent 7,924 7,145
Sale of vehicle - 2,540
Fabrication of vehicle 750 -
The General Tyre and
Rubber Company of Purchase of tyres, tubes
Pakistan Limited (37.1) and flaps 26,397 30,063
Gammon Pakistan Regional office rent 3,691 3,300
Limited (37.1)
Rehman Cotton Mills Sale of pre-fabricated building
Limited (37.1) structure 86,878 -
Business Vision (Private)
Limited (37.1) Booking advance for office floor 25,000 -
Janana De Malucho
Textile Mills Limited (37.1) Reimbursement of expenses 2,605 2,275
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Ghandhara Nissan Limited
Against the designed annual production capacity of 6,000 (2021: 6,000) vehicles at car plant on single
shift basis, the Holding Company during the year has again commenced its production in car plant and
assembled 226 Chery SUVs, while the plant was idle during the year ended June 30, 2021.
Credit risk primarily arises from long term loans, long term deposits, trade debts, loans and advances,
other receivables, accrued interest / mark-up, investments and bank balances. To manage exposure
to credit risk in respect of trade debts, management performs credit reviews taking into account
the customer’s financial position, past experience and other relevant factors. Where considered
necessary, advance payments are obtained from. Credit risk on bank balances and margin held with
banks is limited as the counter parties are banks with reasonably crediting ratings.
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Annual Report‘22
The maximum exposure to credit risk as at June 30, 2022 along with comparative is tabulated below:
2022 2021
(Rupees in ‘000)
Long term loans 9,914 14,529
Long term deposits 11,755 10,718
Trade debts 697,381 897,206
Loans and advances 8,138 7,006
Deposits and prepayments - 260
Investments 675,863 -
Accrued interest / mark-up 11,074 9,342
Other receivables 150,541 18,048
Bank balances 2,239,593 1,085,822
3,804,259 2,042,931
All exposure to credit risk for trade debts at the reporting date by geographic region is with-in Pakistan
The ageing of trade debts at the reporting date is as follows: 2022 2021
(Rupees in ‘000)
Provision has been recorded for expected credit losses using project matrix method.
(b) Liquidity risk
Liquidity risk is the risk that the Group will encounter difficulty, in meeting obligation associated with
financial liabilities. The Group’s approach is to ensure, as far as possible, to always have sufficient
liquidity to meet its liabilities when due. Prudent liquidity risk management implies maintaining
sufficient cash and cash equivalent and ensuring the availability of adequate credit facilities. The
Group’s treasury department aims at maintaining flexibility in funding by keeping committed credit
lines available.
The table below analyses the Group’s financial liabilities into relevant maturity groupings based on
the remaining period at the reporting date to contractual maturity dates. The amounts disclosed in the
table are the contractual undiscounted cash flows:
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Ghandhara Nissan Limited
Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates
and equity prices will affect the Group’s income or the value of its holdings of financial instruments.
The objective of market risk management is to manage and control market risk exposures within
acceptable parameters, while optimising the return.
The following significant exchange rates have been applied: Reporting date rate
2022 2021
Sensitivity analysis
At June 30, 2022, if Rupee had strengthened by 5% against RMB, Dollar and Euro with all other variables
held constant, profit before taxation for the year would have been higher/ (lower) by the amount shown
below mainly as a result of net foreign exchange gain / (loss) on translation of net financial liabilities.
2022 2021
Effect on profit / loss for the year (Rupees in ‘000)
RMB to Rupee 34,588 5,751
U.S. Dollar to Rupee 2,957 332
Euro to Rupee 56 226
37,601 6,309
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Majority of the interest rate risk of the Group arises from short term borrowings from banks, investments
and balances held with banks. At the reporting date the profile of the Group’s interest bearing financial
instruments is as follows:
2022 2021
Fixed rate instruments - financial assets
(Rupees in ‘000)
Bank balances 2,091,283 1,036,420
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Ghandhara Nissan Limited
Level 2: The fair value of financial instruments that are not traded in an active market is determined by
using valuation techniques. These valuation techniques maximize the use of observable market data
where it is available and rely as little as possible on entity-specific estimates. If all significant inputs
required to fair value an instrument are observable, the instrument is included in Level 2.
Level 3: If one or more of the significant inputs is not based on observable market data, the instrument
is included in Level 3.
The Group manages its capital structure by monitoring return on net assets and makes adjustments to
it in the light of changes in economic conditions. In order to maintain or adjust the capital structure, the
Group may adjust the amount of dividends paid to shareholders or issue new shares and obtain further
borrowing facilities. There was no change to the Group’s approach to capital management during the
year. The Group monitors capital on the basis of gearing ratio calculated as follows:
2022 2021
(Rupees in ‘000)
Total borrowings 1,752,043 488,602
Bank balances (2,239,199) (1,085,430)
Net bank balances (487,156) (596,828)
Total equity 7,739,800 7,472,173
Total capital 7,252,644 6,875,345
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Annual Report‘22
These consolidated financial statements have been prepared on the basis of a single reportable
segment.
(a) All non-current assets of the Group at June 30, 2022 and 2021 are located in Pakistan.
(b) 100% (2021: 100%) of the Group’s sales relate to customers in Pakistan.
(c) Two (2021: Two) of the Group’s customers contributed towards 30.47% (2021:31%) of the sales
during the year aggregating Rs. 1,944,647 thousand (2021: Rs. 1,368,952 thousand) which exceeds
10% of the sales of the Group.
43.2 The investments out of provident fund have been made in accordance with the provisions of section 218
of the Act and conditions specified thereunder.
2022 2021
Convent Shariah Convent Shariah
-ional Compliant -ional Compliant
(Rupees in ‘000)
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Ghandhara Nissan Limited
45. CORRESPONDING FIGURES
The corresponding figures have been rearranged and reclassified, wherever considered necessary for
the purposes of comparison and better presentation the effect of which is not material.
These consolidated financial statements were authorised for issue on October 4, 2022 by the Board of
Directors of the Holding Company.
Ahmad Kuli Khan Khattak Polad Merwan Polad Haroon Ahmed Zuberi
Chief Executive Officer Director Chief Financial Officer
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Dividend Mandate Form
2022