| Glaxo Wellcome |
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(Annual Report 1996) |
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Contents |
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| Notice
of Meeting |
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2 |
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| Company
Information |
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4 |
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| Directors'
Report |
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6 |
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| Review
by the Deputy Chairman |
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7 |
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| Auditors'
Report to the Members |
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9 |
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| Balance
Sheet |
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10 |
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| Profit
and Loss Account |
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11 |
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| Cash
Flow Statement |
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12 |
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| Notes
to the Accounts |
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13 |
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| Statistical
Summary |
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37 |
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| Pattern
of Holdings of the Shares held by Shareholders |
38 |
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| Factories
and Distribution/Sales Offices |
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40 |
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| Proxy Form |
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|
Notice of Meeting |
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| Notice
is hereby given that the FORTY-NINTH Annual General Meeting of the
shareholders of the |
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| Company
will be held on Monday, November 18, 1996 at Hotel Avari Towers, Karachi at
10:00 a.m. to |
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| transact
the following business:- |
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| 1.
To receive and adopt the Audited Balance Sheet and Accounts for the year
ended June 30, |
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| 1996, together with the Directors' and
Auditors' Reports thereon. |
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| 2.
To declare the Final Dividend of 25% to shareholders for the year ended June
30, 1996, as |
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| recommended by the Board of Directors. |
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| 3.
To approve working Directors' remuneration. |
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| 4.
To appoint Auditors for the year ending June 30, 1997 and to fix their
remuneration. |
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| Special
Business |
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| 5.
To consider and if thought fit to pass the following as Special Resolutions: |
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| (a)
Resolved that the corporate name for the merged operations of the Company be
and is |
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| hereby
changed from Glaxo Laboratories (Pakistan) Limited to "Glaxo Wellcome
Pakistan |
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| Limited"; |
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| (b)
Resolved that Article 75 of Articles of Association of the Company should be
amended |
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| as
follows: |
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| Article
75 (Resolution in writing) |
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| "A
resolution in writing signed by all the Directors for the time being present
in Pakistan |
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| (not
being less than four Directors) shall be valid and effectual as if it had
been passed |
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| at
a meeting of the Directors duly called and constituted". |
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| 6.
To transact any other business with the permission of the Chair. |
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| Notes:- |
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| The
Share Transfer Books of the Company will remain closed from November 12, 1996
to |
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| November
18, 1996 (both days inclusive). |
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| A
Member entitled to attend and vote at the Annual General Meeting may appoint
another |
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| member
as his/her proxy to attend and vote for him/her. Instrument appointing Proxy
must be |
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| deposited
at the Company's Office located at Salim Habib House, F/268, S.I.T.E.,
Karachi, not |
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| less
than 48 hours before the time of the Meeting. |
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| A
corporation which is a Member of the Company may by a Resolution of its Board
of |
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| Directors
or Governing Body authorise a person to act as its representative at the
Meeting. |
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| Shareholders
are requested to notify the Company's Shares Department immediately if there
is |
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| any
change in their registered addresses. |
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| Statement
under Section 160 |
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| of
the Companies Ordinance, 1984 |
|
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| (a)
The existing name of the Company be changed to Glaxo Wellcome Pakistan
Limited |
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| to
reflect the merger of the Company with Wellcome, as is done by other Group |
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| Companies
worldwide. |
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|
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| (b)
The existing Article 75 of the Articles of Association of the Company
requires a |
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| resolution
in writing to be signed by all the Directors of the Company, which sometimes |
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| becomes
inconvenient, as it has to be signed by Directors out of Pakistan. |
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| It
is therefore, proposed to amend the Article as put forth in the above set
Resolution |
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| for
approval. |
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Company Information |
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| Mr.
H. K. Windie |
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| (Chairman) |
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| Dr.
M. S. Habib |
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| (Deputy
Chairman) |
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| Dr.
Nighat Parveen |
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| (Chief
Executive / Managing Director) |
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| Mr.
M. H. Mansuri |
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| (Material
Management & |
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| Distribution
Director) |
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| Mr.
D. C. Joby |
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| (Technical
Director) |
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| Mr.
Aleem A. Dani |
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| Finance
Director) |
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| Mr.
Hidayat A. Khan |
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| (Marketing
& Sales Director) |
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| Dr.
Raza Zaidi |
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| (Medical
Director) |
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| Mr.
A. Mujtaba Khalid |
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| (Internal
Auditor & Systems Controller/ |
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| Company
Secretary) |
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| Board
of Directors |
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| Mr.
H. K. Windle |
(Chairman) |
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| Dr.
M. S. Habib |
(Deputy Chairman) |
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| Dr.
Nighat Parveen |
(Chief Executive /
Managing Director) |
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| Mr.
M. H. Mansuri |
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| Mr.
A. U. Khawaja |
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| Mr.
D. C. Joby |
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| Mr.
Aleem A. Dani |
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| Mr.
A. Mujtaba Khalid |
(Company Secretary) |
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| Executive
Committee |
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| Dr.
Nighat Parveen |
(Chief Executive /
Managing Director) |
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| Mr.
M. H. Mansuri |
(Material Management
& Distribution Director) |
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| Mr.
D.C. Joby |
(Technical Director) |
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| Mr.
Aleera A. Dani |
(Finance Director) |
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| Mr.
Hidayat A. Khan |
(Marketing & Sales
Director) |
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| Dr.
Raza Zaidi |
(Medical Director) |
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| Mr.
A. Mujtaba Khalid |
(Internal Auditor &
Systems Controller/Company Secretary) |
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| Bankers |
|
| ANZ
Grindlays Bank plc |
|
| Standard
Chartered Bank |
|
| Bank
of America NT & SA |
|
| ABN
Amro Bank |
|
| American
Express Bank Limited |
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| Citibank,
N.A. |
|
|
| The
Hong Kong and Shanghai Banking Corporation |
|
| Banque
Indosuez |
|
|
| The
Bank of Tokyo Mitsubishi Limited |
|
| Habib
Bank Limited |
|
|
| United
Bank Limited |
|
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|
|
|
| Auditors |
|
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| A.
F. Ferguson & Co. |
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| Legal
Advisors |
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| Surridge
& Beecheno |
|
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| Fatehali
W. Vellani & Co. |
|
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| Orr,
Digham & Co. |
|
|
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|
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| Registered
Office |
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| Dockyard
Road, West Wharf, Karachi |
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| Telephone
Nos.: 200151-8 |
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| Fax:
2310364 |
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| Telex:
24070 GLXKF PK |
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| Directors'
Report |
|
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| To
be submitted to the Members of Glaxo Laboratories (Pakistan) Limited at the
FORTY-NINTH Annual |
|
| General
Meeting of the Company to be held on November 18, 1996. |
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| The
Directors submit their Report and Audited Accounts of the Company for the
year ended June 30, |
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| 1996. |
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|
Rs. 000 |
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| The
Net Profit for the year before providing |
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| for
Taxation, WPPF and WWF |
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|
221,817 |
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| Workers'
Profits Participation Fund |
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11,136 |
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| Workers'
Welfare Fund |
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5,120 |
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|
--------- |
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16,256 |
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| Profit
Before Taxation |
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205,561 |
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| Taxation |
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|
48,953 |
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| Profit
After Taxation |
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|
156,608 |
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| Unappropriated
Profit Brought Forward |
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|
592 |
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| Unappropriated
Profit of Wellcome Pakistan Ltd. at January 1, 1996 |
432 |
|
|
|
--------- |
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| Profit
Available for Appropriation |
|
|
157,632 |
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| Appropriations: |
|
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| Interim
Dividend @ 12.5% |
|
|
29,649 |
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| Proposed
Final Dividend @ 25% |
|
|
83,877 |
|
|
|
--------- |
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| Total
Dividend |
|
|
113,526 |
|
| Transfer
to General Reserve |
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|
44,000 |
|
|
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|
--------- |
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|
157,526 |
|
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|
--------- |
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| Unappropriated
Profit Carried Forward |
|
106 |
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|
========= |
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| 2.
Review by the Deputy Chairman: The Deputy Chairman's Review on Pages 7 &
8 deals with the |
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| activities
during the year. The Directors of the Company endorse the contents of the
same. |
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| 3.
Pattern of Shareholdings: The Pattern of Shareholdings is provided on pages
38 & 39. |
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| 4.
Earning per Share: The earning per share is Rs. 4.67. |
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| 5.
Holding Company: The Company is a subsidiary of Glaxo Group Limited which is
incorporated in the |
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| United
Kingdom. |
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| 6.
Auditors: The present Auditors, Messrs A F Ferguson & Co., will retire
and being eligible, offer themselves |
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| for
reappointment. |
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|
Review by the Deputy
Chairman |
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| Let
me start by thanking one and all for the |
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| efforts
put together to bring about the merger |
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| of
Glaxo Laboratories (Pakistan) Limited, |
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| (Glaxo)
and Wellcome Pakistan Limited, |
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| (Wellcome)
in such a short time. |
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| The
objective of this amalgamation is to |
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| become
a market leader and a part of the |
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| World
No. 1 research-based pharmaceutical |
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| company
i.e., Glaxo Wellcome plc. |
|
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| I
am pleased to report that the Honourable |
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| High
Court of Sindh has sanctioned the Scheme |
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| of
Arrangement for the merger of Glaxo and |
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| Wellcome
in Pakistan. The court order has |
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| been
filed with the Registrar of Joint Stock |
|
| Companies,
Karachi so as to put the Scheme |
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| of
Arrangement into effect. |
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| The
Board of Directors of your company, in |
|
| accordance
with the Scheme of Arrangement |
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| for
the amalgamation, have since allotted to |
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| the
shareholders of Wellcome, one ordinary |
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| share
of Rs. 10/- of the Company (Glaxo) |
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| for
each share of the same value held by |
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| them.
And now, the Board has recommended |
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| a
final dividend of 25 percent to all the |
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| shareholders. |
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| 1995-96
was a year of transition, wherein |
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| soundness
of business and the capabilities |
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| of
the company's professionals were put to |
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| the
test, and having being tested, proved |
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| their
worth. |
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| The
figures set out in the audited accounts |
|
| of
the merged company {still called Glaxo |
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| Laboratories
(Pakistan) Limited} for the year |
|
| ended
June 30, 1996 include figures relating |
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| to
the activities of Wellcome for the period |
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| from
1st January to 30th June, 1996. However, |
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| the
comparative figures are in respect of |
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| Glaxo,
of last year only. |
|
|
| The
overall progress of your company during |
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| the
period under review has been satisfactory, |
|
| despite
the highly disturbed conditions of |
|
| law
and order. The regular calls for strikes, |
|
| especially
in Karachi and other markets of |
|
| Sindh,
did not precisely help your company |
|
| although
it has still managed to achieve a |
|
| sales
turnover of Rs. 1.9 billion, registering |
|
| a
growth of five percent over the previous |
|
| year. |
|
|
| Profit
before tax for the year is Rs. 205.6 |
|
| million,
which is lower as compared to last |
|
| year.
The major reason for the decrease in |
|
| the
profit margin is the increase in the cost |
|
| of
production due to the devaluation of Pak |
|
| rupee,
integration costs, lower exports and |
|
| other
inflationary factors. Despite these factors, |
|
| the
Government has not allowed any substantial |
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| price
increase during the year. The price |
|
| increase
of 12 percent for decontrolled and |
|
| six
percent for controlled products promised |
|
| by
the Government from November 1, 1996 |
|
| has
come through. Some relief at long last ! |
|
|
| During
the year, the company has launched |
|
| new
products viz, Pilzcin Cream, Ventolin |
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| S.
R. Tablets 4mg, Mycosine Granules 100mg |
|
|
| &
500rag, and there are several other products |
|
|
| in
the pipeline to be launched in the coming |
|
|
| years. |
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|
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|
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| The
future prospects of company's business, |
|
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| in
spite of the various difficulties and intense |
|
| competition
looks reasonably bright. |
|
|
| While
on the subject, I would like to place |
|
| on
record my personal and the company's |
|
| appreciation
for the directors who retired |
|
| during
the course of the year viz, Mr C N |
|
|
| Howarth,
Mr S A Mirza, Mr A J Anjum, Mr Z |
|
|
| D
Azar, Mr J R Rahim, Mr A H Rathore and |
|
|
| Mr
G A Zuberi. I would also like to welcome |
|
|
| the
new directors Mr H Ken Windie, Dr Nighat |
|
|
| Parveen,
Mr M H Mansuri, Mr D C Joby, Mr |
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| Aleem
A Dani and myself. |
|
|
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| Having
mentioned all else, it would not be |
|
| appropriate
for me not to convey my special |
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| thanks
to members of the staff, at all levels, |
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| for
without their support and efforts these |
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| results
would not have been possible. |
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|
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| The
staff strength of the merged company |
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| as
on June 30, 1996 was 3,156. |
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|
Auditors' Report to the
Members |
|
|
| We
have audited the annexed Balance Sheet of Glaxo Laboratories (Pakistan)
Limited as at June 30, |
|
| 1996
and the related Profit and Loss Account and Cash Flow Statement, together
with the notes |
|
| forming
part thereof, for the year then ended 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 |
|
| our
audit and, after due verification thereof, we report that: |
|
|
| (a)
in our opinion, proper books of account have been kept by the Company as
required by the |
|
| Companies
Ordinance, 1984; |
|
|
|
|
|
| (b)
in our opinion: |
|
|
|
|
|
|
| (i)
the Balance Sheet and Profit and Loss Account together with the notes thereon
have been |
|
| drawn
up in conformity with the Companies Ordinance, 1984 and are in agreement with |
|
| the
books of account and are further in accordance with accounting policies
consistently |
|
| applied; |
|
|
|
|
|
|
|
| (ii)
the expenditure incurred during the year was for the purpose of the Company's
business; and |
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|
|
|
|
| (iii)
the business conducted, investments made and the expenditure incurred during
the year |
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| were
in accordance with the objects of the Company; |
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|
|
|
|
| (c)
in our opinion and to the best of our information and according to the
explanations given to us, |
|
| the
Balance Sheet, Profit and Loss Account and Cash Flow Statement, together with
the notes |
|
| forming
part thereof, give the information required by the Companies Ordinance, 1984
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, 1996 and of the profit and cash flows for the year then ended;
and |
|
|
|
|
| (d)
in our opinion Zakat deductible at source under the Zakat and Ushr Ordinance,
1980 was |
|
| deducted
by the Company and deposited in the Central Zakat Fund established under
section 7 |
|
| of
that Ordinance. |
|
|
|
|
|
|
|
Balance Sheet as at June
30, 1996 |
|
|
|
|
1996 |
1995 |
|
|
|
|
Note |
Rs. 000 |
Rs. 000 |
|
|
|
|
|
|
|
|
| Tangible
Fixed Assets |
|
3 |
713,018 |
404,083 |
|
| Long-term
Loans and Advances to Employees |
4 |
12,760 |
5,419 |
|
| Long-term
Deposits and Prepayments |
|
5 |
1,762 |
1,096 |
|
|
|
|
| Current
Assets |
|
|
|
|
| Stores
and spares |
|
6 |
54,506 |
42,261 |
|
| Stock-in-trade |
|
7 |
841,655 |
423,130 |
|
| Trade
debtors |
|
8 |
111,735 |
166,221 |
|
| Loans,
advances and other receivables |
9 |
179,494 |
29,903 |
|
| Bank
and cash balances |
|
10 |
267,144 |
145,110 |
|
|
|
---------- |
---------- |
|
|
|
|
1,454,534 |
806,625 |
|
| Less:
Current Liabilities |
|
|
|
|
| Short-term
finances |
|
11 |
43,837 |
- |
|
| Creditors,
accrued and other liabilities |
12 |
428,608 |
183,531 |
|
| Taxation |
|
|
42,522 |
33,242 |
|
| Proposed
dividend |
|
|
83,877 |
41,509 |
|
| Net
Current Assets |
|
|
---------- |
---------- |
|
|
|
|
598,844 |
258,282 |
|
|
|
|
---------- |
---------- |
|
|
|
855,690 |
548,343 |
|
|
|
---------- |
---------- |
|
|
|
1,583,230 |
958,941 |
|
|
|
========== |
========== |
|
| Financed
by: |
|
|
|
|
|
|
|
|
| Share
Capital |
|
13 |
335,507 |
237,192 |
|
| Capital
Reserve - share premium |
|
|
1,409 |
- |
|
| Revenue
Reserve |
|
14 |
1,114,793 |
624,293 |
|
| Unappropriated
Profit |
|
|
106 |
592 |
|
|
|
---------- |
---------- |
|
| Shareholders
Equity |
|
|
1,451,815 |
862,077 |
|
|
|
|
| Surplus
on Revaluation of Fixed Assets |
15 |
21,270 |
- |
|
| Long-term
Loans and Deferred Liabilities |
16 |
110,145 |
96,864 |
|
| Contingent
Liabilities and Commitments |
17 |
---------- |
---------- |
|
|
1,583,230 |
958,941 |
|
|
|
========== |
========== |
|
| The
annexed notes form an integral part of these accounts. |
|
|
|
|
|
|
Profit and Loss Account
for the year ended June 30, 1996 |
|
|
|
|
|
|
1996 |
1995 |
|
|
Note |
Rs. 000 |
Rs. 000 |
|
| Net sales |
|
|
|
Local |
|
|
1,845,947 |
1,274,415 |
|
|
Export |
|
|
58,680 |
116,764 |
|
|
|
|
|
|
---------- |
---------- |
|
|
|
|
18 |
1,904,627 |
1,391,179 |
|
| Cost
of sales |
|
18 |
1,697,685 |
1,088,777 |
|
|
|
|
---------- |
---------- |
|
| Operating
profit |
|
|
|
| Local |
|
|
192,750 |
247,058 |
|
| Export |
|
|
14,192 |
55,344 |
|
|
|
|
|
|
18 |
206,942 |
302,402 |
|
| Other
income |
|
22 |
29,116 |
19,220 |
|
|
---------- |
---------- |
|
|
|
|
236,058 |
321,622 |
|
| Financial
charges |
|
23 |
3,908 |
6,926 |
|
| Other
charges |
|
24 |
26,589 |
26,611 |
|
|
---------- |
---------- |
|
|
|
30,497 |
33,537 |
|
|
|
---------- |
---------- |
|
| Profit
before taxation |
|
205,561 |
288,085 |
|
| Taxation |
|
25 |
48,953 |
91,812 |
|
|
---------- |
---------- |
|
| Profit
after taxation |
|
156,608 |
196,273 |
|
|
|
|
| Unappropriated
profit brought forward |
|
592 |
477 |
|
|
|
|
| Unappropriated
profit of Wellcome Pakistan |
|
|
|
| Limited
at January 1, 1996 |
|
432 |
- |
|
|
---------- |
---------- |
|
|
|
1,024 |
477 |
|
|
---------- |
---------- |
|
| Available
for appropriation |
|
|
157,632 |
196,750 |
|
|
|
|
|
| Appropriations: |
|
|
|
|
| Transfer
to Revenue Reserve |
|
44,000 |
125,000 |
|
| Interim
Dividend @ 12.5% (1995: 12.5%) |
|
29,649 |
29,649 |
|
| Proposed
Final Dividend @ 25% (1995: 17.5%) |
|
83,877 |
41,509 |
|
|
|
---------- |
---------- |
|
|
157,526 |
196,158 |
|
|
|
---------- |
---------- |
|
| Unappropriated
profit carried forward |
|
106 |
592 |
|
|
|
========== |
========== |
|
| The
annexed notes form an integral part of these accounts. |
|
|
|
|
|
|
Cash Flow Statement for
the year ended June 30, 1996 |
|
|
|
| Cash
Flow from Operating Activities |
|
|
|
| Cash
generated from operations |
|
29 |
184,891 |
331,148 |
|
| Staff
gratuity paid |
|
(13,496) |
(4,613) |
|
| Mark-up
on short-term finances paid |
|
(11,256) |
(6,898) |
|
| Taxes paid |
|
(82,735) |
(70,010) |
|
| Long-term
loans and advances |
|
2,031 |
447 |
|
| Long-term
deposits and prepayments |
|
(122) |
(18) |
|
|
|
---------- |
---------- |
|
| Net
cash inflow from operating activities |
|
79,313 |
250,056 |
|
|
|
---------- |
---------- |
|
| Cash
flow from Investing |
