CLOVER PAKISTAN LIMITED CONDENSED INTERIM FINANCIAL INFORMATION FOR NINE MONTHS ENDED 31 MARCH 2018 CLOVER PAKISTAN LIMITED
Contents Company Information 1 Directors Review 2 Condensed Interim Balance Sheet 3 Condensed Interim Profit and Loss Account 4 Condensed Interim Statement of Comprehensive Income 5 Condensed Interim Cash Flow Statement 6 Condensed Interim Statement of Changes in Equity 7 Notes to Condensed Interim Financial Statements 8
COMPANY INFORMATION BOARD OF DIRECTORS Mr. Muhammad Jamshed Azmet Mr. Aqeel Ahmed Khan Mr. Nadeem Ahmed Butt Mr. Khawar Jamil Butt Mrs. Nazia Malik Ms. Ifrah Butt Mr. Zeeshan Ul Haq AUDIT COMMITTEE Mr. Muhammad Jamshed Azmet Mr. Nadeem Ahmed Butt Mr. Zeeshan Ul Haq HUMAN RESOURCE COMMITTEE Mr. Nadeem Ahmed Butt Mr. Muhammad Jamshed Azmet Mr. Khawar Jamil Butt COMPANY SECRETARY Zeeshan Ul Haq CHIEF FINANCIAL OFFICER Muhammad Asim EXTERNAL AUDITORS EY Ford Rhodes Chartered Accountants REGISTERED OFFICE Banglow No. 23-B, Lalazar, Off M.T. Khan Road, Karachi, Pakistan. SHARE REGISTRAR FAMCO Associates (Private) Limited 8-F, Next to Hotel Faran, Nursery, Block-6, P.E.C.H.S, Sharah-e-Faisal, Karachi WEBSITE www.clover.com.pk 1
Directors Review Report The Directors of your Company take pleasure in presenting the financial statements for the nine months ended March 31st 2018 together with brief update on company s affairs. During the period, Fossil Energy (Private) Limited started the process to acquire shares along with management of the Company. The process completed by 15th December 2017 after fulfilling due corporate requirements, acquiring 5,189,348 ordinary shares of Rs.10 each at Rs.23 per share representing 54.66% shareholding of the Company. During the nine months of the financial year, the Company has reported a profit after tax of Rs. 3,552,000 as compared to loss of Rs. 28,000 in the corresponding period of last year. The profit after tax pertains to income from investment of financial assets (short-term investments) and decreasing administrative and financial costs. During the period end, the new Board of the Company has accorded its approval to start a due diligence to acquire / merge Hascombe Business Solutions (Private) Limited ( HBSL ) which is engaged in marketing, distribution and after sales support of office automation products / equipment, fuel dispensers, vending machines and services of cleaning and up keeping of fuel station canopies and boards. The Board is positive that the process will complete before the year end June 30th 2018 and firmly believe that due to this the Company s sales and profitability will increase substantially. Further to continue development the Company plans to enter into selling and marketing of car care products which will be marketed through retail stores and different marts located at petrol stations of various oil marketing companies. The Company will unleash this business opportunity under the name of Clover Car Care Products. The products are expected to be introduced in the market by July 2018. In this connection our management team finalizing the deal with supplier to secure uninterrupted and regular supply of products. We are receiving very positive response from various banks to have banking facilities for this new line of business. I take this opportunity to welcome the new management on the Board. The Company is directed towards achieving the milestones through the steps mentioned above and with the support and confidence of our shareholders the management team will deliver the results in the times to come. For & on behalf of the Board Chief Executive Officer Karachi: 24th April, 2018 Director 2
CONDENSED INTERIM BALANCE SHEET (UN-AUDITED) AS AT MARCH 31, 2018 ASSETS NON-CURRENT ASSETS Note March 31, 2018 (Audited) June 30, 2017 Long-term security deposits 10 10 CURRENT ASSETS Loans and advances 60 10 Trade deposits and short-term prepayments 129 1 Other receivables - 14 Short-term investments 6 127,721 123,712 Duty refunds due from government 7 20,998 20,998 Sales tax refundable 11,716 11,671 Taxation-net 19,599 18,562 Cash and bank balances 2,558 4,142 182,771 179,110 182,781 179,120 EQUITY AND LIABILITIES SHARE CAPITAL AND RESERVES Authorized share capital 100,000 100,000 Issued, subscribed and paid-up capital 94,349 94,349 Reserves 84,021 80,101 178,370 174,450 CURRENT LIABILITIES Trade and other payables 4,411 4,670 CONTINGENCIES AND COMMITMENTS 8 182,781 179,120 The annexed notes from 1 to 15 form an integral part of this condensed interim financial information. Chief Executive 3 Chief Financial Officer Director
CONDENSED INTERIM PROFIT AND LOSS ACCOUNT (UN-AUDITED) FOR THE NINE MONTHS ENDED MARCH 31, 2018 Nine Months Ended Quarter Ended March 31, March 31, March 31, March 31, 2018 2017 2018 2017 Note Gross Revenue - 695-610 Sales Tax - (104) - (89) Revenue net - 591-521 Cost of sales - (611) - (487) Gross (loss) / Profit - (20) - 34 Administrative expenses (2,192) (4,098) (448) (1,031) Other income 9 5,235 5,754 1,625 1,415 Operating profit 3,043 1,636 1,177 418 Finance costs (7) (84) (3) (3) Profit before taxation 3,036 1,552 1,174 415 Taxation 10 516 (1,580) (352) (401) Profit / (loss) for the period 3,552 (28) 822 14 ----------Rupee--------- ----------Rupee--------- Earnings / (loss) per share 0.38 (0.00) 0.09 0.00 basic and diluted The annexed notes from 1 to 15 form an integral part of this condensed interim financial information. Chief Executive Chief Financial Officer Director 4
CONDENSED INTERIM STATEMENT OF COMPREHENSIVE INCOME (UN-AUDITED) FOR THE NINE MONTHS ENDED MARCH 31, 2018 Note Nine Months Ended March 31, March 31, 2018 2017 Quarter Ended March 31, March 31, 2018 2017 Profit / (loss) for the period 3,552 (28) 822 (10) Other comprehensive income: Other comprehensive income to be reclassified to profit and loss account in subsequent periods Unrealized gain on revaluation of available-for-sale investments at 524 153 68 494 fair value Transferred to profit and loss account Upon disposal of available-for sale investment (157) (730) (27) 488 Total other comprehensive income / (loss) for the period 367 (577) 41 982 Total comprehensive income / (loss) for the period 3,919 (605) 863 972 The annexed notes from 1 to 15 form an integral part of this condensed interim financial information. Chief Executive 5 Chief Financial Officer Director
CONDENSED INTERIM CASH FLOW STATEMENT (UN-AUDITED) FOR THE NINE MONTHS ENDED MARCH 31, 2018 CASH FLOWS FROM OPERATING ACTIVITIES Note Nine Months Ended March 31, March 31, 2018 2017 Cash used in operations 11 (1,453) (3,815) Finance costs paid (7) (83) Income taxes paid (394) (164) Long-term security deposits - 10 Net cash used in operating activities (1,854) (4,052) CASH FLOWS FROM INVESTING ACTIVITIES Proceeds from disposal of property, plant and equipment - 41 Short-term investments made (863,924) (565,582) Proceeds from disposal of held to maturity investments 315,820 - Proceeds from disposal of available for sale investments 546,580 - Proceeds from redemption of available for sale investments 1,800 547,524 276 (18,017) Net cash used in investing activities CASH FLOWS FROM FINANCING ACTIVITIES Dividends paid (6) (10,368) Net cash used in financing activities (6) (10,368) Net decrease in cash and cash equivalents (1,584) (32,437) Cash and cash equivalents at beginning of the period 4,142 34,184 Cash and cash equivalents at end of the period 2,558 1,746 The annexed notes from 1 to 15 form an integral part of this condensed interim financial information. Chief Executive Chief Financial Officer Director 6
CONDENSED INTERIM STATEMENT OF CHANGES IN EQUITY (UN-AUDITED) FOR THE NINE MONTHS ENDED 31, 2018 Issued, subscribed and paid-up capital General reserve Reserves Unrealized Unappropriated gain / (loss) on available profit for sale investments Total reserves Total equity ------------------------------------------------------------------- Balance as at July 1, 2016 94,349 64,600 581 24,423 89,604 183,953 Loss for the period - - - (28) (28) (28) Other comprehensive loss for the period - - (577) - (577) (577) Total comprehensive loss for the period - - (577) (28) (605) (605) Final dividend for the year ended June 30, 2016 @ Rs.1.00 per share - - - (9,435) (9,435) (9,435) Balance as at March 31, 2017 94,349 64,600 4 14,960 79,564 173,913 Balance as at July 1, 2017 94,349 64,600 182 15,319 80,101 174,450 Profit for the period - - - 3,552 3,552 3,552 Other comprehensive income for the period - - 367-367 367 Total comprehensive income for the period - - 367 3,552 3,919 3,919 Balance as at March 31, 2018 94,349 64,600 549 18,872 84,021 178,370 The annexed notes from 1 to 15 form an integral part of this condensed interim financial information. Chief Executive 7 Chief Financial Officer Director
NOTES TO THE CONDENSED INTERIM FINANCIAL INFORMATION (UN-AUDITED) FOR THE NINE MONTHS ENDED 31, 2018 1. THE COMPANY AND ITS OPERATIONS 1.1. The Company was incorporated in Pakistan on September 30, 1986 as a public limited company under the repealed Companies Ordinance, 1984 (the Ordinance). The shares of the Company are quoted on Pakistan Stock Exchange Limited. The registered office of the Company is situated at Ground Floor, P&O Plaza, I.I. Chundrigarh Road, Karachi. 1.2. The principal business of the Company was to manufacture and sell food and plastic products and trading in food and consumer durables. 1.3. In view of the significance of Tang business in the overall operations, which was discontinued by the Company in year 2012 and ever since the Company has been searching alternative business propositions. 1.4. During the year ended 30 June 2017, Fossil Energy (Private) Limited started the process to acquire shares with management control of the Company. The process was completed after fulfilling due corporate requirements by 15 December 2017 and Fossil Energy (Private) Limited (the parent company) acquired management control of the Company by acquiring 5,189,348 ordinary shares of Rs.10 each at Rs.23 per share representing 54.66% shareholding of the Company. Accordingly, the management has made an assessment of the Company s ability to continue as a going concern and is satisfied that the Company has the resources and viable business plans to continue business for the foreseeable future. Therefore, the condensed interim financial information continues to be prepared on the going concern basis. 2. STATEMENT OF COMPLIANCE Effective 30 May 2017, the Companies Act, 2017 (the Act) has been promulgated, however, the Securities and Exchange Commission of Pakistan (SECP) vide its circular No. 23 of 2017 dated October 04, 2017 decided that the companies whose financial year closes on or before December 31, 2017 shall prepare their financial statements in accordance with the provisions of the repealed Companies Ordinance, 1984. Furthermore, the Institute of Chartered Accountants of Pakistan also issued clarification vide its circular dated 06 October 2017 which states that the interim financial information of the companies for the periods ending on or before December 31, 2017 shall also be prepared in accordance with the provisions of the repealed Companies Ordinance, 1984. Accordingly, this condensed interim financial information has been prepared in accordance with International Accounting Standard - 34 Interim Financial Reporting' and provisions of and directives issued under the repealed Companies Ordinance, 1984. In case where requirements differ, the provisions of or directives issued under the repealed Companies Ordinance, 1984 have been followed. 3. BASIS OF PREPARATION 3.1. This condensed interim financial information does not include all the information and disclosures required in the annual financial statements and should be read in conjunction with the annual financial statements of the Company for the year ended June 30, 2017. 3.2. This condensed interim financial information is presented in Pakistani Rupees which is the Company s functional and presentation currency. 4. SIGNIFICANT ACCOUNTING POLICIES The accounting policies and methods of computation adopted in the preparation of this condensed interim financial information are consistent with those applied in the preparation of the financial statements of the Company for the year ended June 30, 2017 except as disclosed in note 4.1 below. 8
4.1. New Standards, Amendments and Interpretations of IFRSs The Company has adopted the following amendments to IFRSs which became effective during the current period: IAS 7 Statement of Cashflows: Disclosures - Disclosure Initiative (Amendment) IAS 12 Income Taxes Recognition of Deferred Tax Assets for Unrealized losses (Amendments) The adoption of the above amendments to accounting standards did not have any material impact on this condensed interim financial information of the Company. The Company has not early adopted any other standard, amendment or interpretation that has been issued by the International Accounting Standards Board (IASB) but is not yet effective. In addition to the above, improvements to various accounting standards have also been issued by the IASB. Such improvements to the standards do not have any material impact on the condensed interim financial information of the Company. 5. SIGNIFICANT ACCOUNTING JUDGMENTS, ESTIMATES AND FINANCIAL RISK MANAGEMENT Judgements and estimates made by the management in the preparation of this condensed interim financial information are same as those applied in the Company's annual financial statements for the year ended June 30, 2017. The Company s financial risk management objectives and policies are consistent with those disclosed in the financial statements as at and for the year ended June 30, 2017. 6. SHORT-TERM INVESTMENTS Note Held to maturity - at amortized cost Term Deposits Receipt (TDR) 6.1 110,000 100,330 Available for sale - at fair value March 31, 2018 (Audited) June 30, 2017 Pakistan Investment Bond (PIB) 6.2-4,440 Mutual fund units 6.3 17,711 18,942 Treasury Bills (T-Bills) 6.4 - - 127,711 123,712 6.1. Represents term deposit receipt with a commercial bank under conventional banking relationship having interest rate of 6.9% (June 30, 2017: 6.7%) per annum with a maturity date of 30 April 2018. 6.2. Represents PIB in the custody of a commercial bank on behalf of the Company having face value of Rs.4 million and effective interest rate of 7.93% (June 30, 2017: 7.4%) per annum. The Company has disposed of the investment in PIB during the period. 6.3. Represents 171,617.6473 (June 30, 2017: 189,142.6637) units having market value of Rs.103.20 (June 30, 2017: Rs.100.15) per unit of Lakson Money Market Fund, a related party. 6.4. Represents one to six months T-bills with a commercial bank under conventional banking relationship purchased and disposed of during the period having interest rates ranging from 5.89% to 6.38% per annum having maturity dates up to 29 March 2018. 9
7. DUTY REFUNDS DUE FROM GOVERNMENT March31, 2018 (Audited) June 30, 2017 Note Customs duty refundable 20,998 20,998 During the year ended June 30, 2009, the Federal Government issued SRO 787(1)/2008 dated July 26, 2008 under Section 19 of Customs Act, 1969 (the Act) whereby, the Customs duty on import of crystalline sugar was brought down to zero, as against 25% given in First Schedule to the Act. The Company had imported crystalline sugar from July 26, 2008 to October 15, 2008 and paid custom duty of Rs.17.012 million and Rs.3.986 million without availing the benefit of subject SRO. Thereafter, the refund claims were filed by the Company with the custom authorities and recognised the same in books of account during the year ended June 30, 2009. The refund claims were rejected by the Additional Collectorate on the ground that the incidence of duty and taxes has been passed on to the end consumers by incorporating it in the cost of the product. Being aggrieved with decision of Additional Collectorate, the Company had filed appeals before the Collector of Customs as well as before the Appellate Tribunal in the years ended June 30, 2010 and 2011 respectively, which were also rejected on the same grounds. The Company later filed references in the Honourable High Court of Sindh (SHC) against the judgments of the Appellate Tribunal. Regarding the reference of Rs.17.012 million, the SHC vide its order dated May 28, 2015 had allowed the reference application and remanded the case to the Customs Appellate Tribunal for decision afresh on the basis of the evidence produced before the Tribunal to establish that the burden of tax under Section 19-A of the Act has not been passed on to the end consumer. The Customs Appellate Tribunal vide its order dated June 17, 2016 has decided the case in favour of the Company and has directed the tax department to refund the claim to the Company. The custom authorities have subsequently filed an appeal in the SHC which is pending. On the other hand, the Divisional Bench of the SHC dismissed the reference for Rs.3.986 million in 2012. The Company filed appeal against the decision of the SHC before the Honourable Supreme Court of Pakistan (SCP) on the grounds that none of the forums above, including the SHC, had examined the evidence produced to establish that the burden of duty and taxes has not been passed on to the end consumer. The SCP in order to examine this question granted leave in the petition. The management based on the view of its legal counsel is confident that the issue raised by the Customs Authorities is without any basis and the ultimate decision of refund will be in favor of the Company. Accordingly, the Company has maintained the already recognised refund claims of Rs.20.998 million and is of the view that no provision for impairment loss is required to be made in this condensed interim financial information. 8. CONTINGENCIES AND COMMITMENTS There is no change in the status of contingencies and commitments as reported in the audited financial statements of the Company for the year ended June 30, 2017. 9. OTHER INCOME Nine Months Ended March 31, March 31, 2018 2017 Quarter Ended March 31, March 31, 2018 2017 Income from financial assets Profit on short-term investments 1,674 1,489 127 949 Gain on sale / redemption of short-term investments 3,561 4,265 1,498 466 5,235 4,265 1,625 466 Income from non-financial assets Gain on disposal of property, plant and equipment - 41 - - 5,235 5,754 1,625 1,415 10
Nine Months Ended Quarter Ended March 31, March 31, March 31, March 31, 10. TAXATION 2018 2017 2018 2017 Current 1,166 1,580 352 401 Prior (1,682) - - - (516) 1,580 352 401 11. CASH USED IN OPERATIONS March 31, 2018 March 31, 2017 Profit before tax 3,036 1,552 Adjustments for non cash charges and other items: Depreciation - 11 Gain on disposal of property plant and equipment - (41) Profit on TDR (310) - Gain on sale of PIB (244) (1,182) Gain on redemption of mutual fund units (47) -181 Gain on sale of T-Bills (3,427) (3,563) Finance costs 7 84 (985) (3,320) (Increase) / decrease in current assets Loans and advances (50) 13 Trade deposits and short-term prepayments (128) (81) Sales tax refundable (45) (47) Other receivables 14 (232) (209) (347) (Decrease) / increase in current liabilities Trade and other payables (258) (148) (1,453) (3,815) 12. FAIR VALUE MEASUREMENT As at March 31, 2018, the Company's assets and liabilities are carried at amortised cost except for available for sale investments which are carried at fair value. Fair value hierarchy The Company uses the following hierarchy for disclosure of the fair value of financial instruments by valuation technique: Level 1: Level 2: Level 3: Quoted prices in active market for identical assets. Other techniques for which all inputs which have a significant effect on the recorded fair value are observable, either directly or indirectly. Techniques which use inputs which have a significant effect on the recorded fair value that are not based on observable market data. There were no transfers between level 1, 2 or 3 of the fair value hierarchy during the period. 11 Details of fair value hierarchy and information relating to fair value of Company s available for sale investments are as follows:
Available for sale investments (Unaudited) March 31, 2018 Level 1 Level 2 Level 3 Pakistan Investment Bond (PIB) - - - Mutual fund units 17,711 - - 17,711 - - Available for sale investments Level 1 (Audited) June 30, 2017 Level 2 Level 3 Pakistan Investment Bond (PIB) - 4,440 - Mutual fund units 18,942 - - 18,942 4,440-13. TRANSACTIONS WITH RELATED PARTIES The related parties include group companies, staff retirement funds, companies with common directorship and key management personnel. Details of transactions with related parties during the period other than disclosed elsewhere in the condensed interim financial information, are as follows: Nature of relationship Nature of transactions Group companies Sales of Goods and services - 609 Purchases of goods and services 426 777 Rent, utilities and allied services - 2 Insurance premium - 54 Investment in mutual fund units 1 30,100 Redemption of mutual fund units 800 12,100 Dividend paid - 5,511 Management fee on investment 356 - Key management personnel Director s fee 100 - Staff retirement funds Contribution during the period - 33 Balances Other Payables Group Companies - 26 Other Receivable Group Companies - 609 14. DATE OF AUTHORISATION FOR ISSUE This condensed interim financial information was authorised for issue on April 24, 2018 by the Board of Directors of the Company. 15. GENERAL March 31, 2018 Amounts have been rounded off to the nearest thousand rupees, unless otherwise stated. March 31, 2017 Chief Executive Chief Financial Officer Director 12