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BERGER
ANNUAL REPORT 2003
The Directors take pleasure in submitting their Report together with the Audited Accounts of the Company
for the year ended June 30, 2003. 2003 2002
(Rupees in thousand
Profit before tax for the year 38,051
Less :   Taxation
Current - for the year 16,374 16,794
- for the prior year -5,260 21,257
11,114 23,504
Deferred - for the year 5,680 44,761
Profit after tax
Add : Unappropriated profit brought forward Transfer from surplus on revaluation of fixed assets 1,122 22,382
Amount available for appropriation
APPROPRIATIONS
The Directors recommend the payment of dividend at the
rate of 40 percent equivalent to Rs 4.00 per share of
Rs. 1 0 each 1 2,334
Transfer to General Reserve 30,000
42,334
Unappropriated profit carried forward to next year 2,427
BOARD OF DIRECTORS
Zahid Zaheer
Dr. Mahmood Ahmad
Maqbool H.H. Rahimtoola
Sikander Dada
Muhammad Abdul Samad
Bashir Ahmed
Christopher H. Clover                                         (Alternate Mr. Javed Shakoor)
William Alfred Morley                                       (Alternate Mr. Khalid Mansoor)
 Replaced Mr. Syed Mohammad with effect from April 22, 2003.
 Replaced Mr. Saeed M. Shiekh with effect from April 22, 2003.
This statement is being presented to comply with the Code of Corporate Governance as contained in Regulation
No. 37 of the listing regulations of the Karachi Stock Exchange for the purpose of establishing a framework
of good governance, whereby a listed company is managed in compliance with the best practices of corporate
governance.
The company has applied the principles contained in the Code in the following manner:
1 .   The company encourages representation of independent non-executive directors, at present the Board
has five independent non-executive directors.
2.   The directors have confirmed that none of them is serving as a director in more than ten listed companies,
including this company.
3.   All the resident directors of the company are registered as taxpayers and none of them has defaulted in
payment of any loan to a banking company, a DPI or an NBFI. None of them is a member of a stock
exchange.
4.   No casual vacancy occurred during the year ended June 30, 2003.
5.   The Company has prepared a 'Statement of Ethics and Business Practices', which has been signed by the
directors ana employees of the Company.
6.   The Board has developed a vision and mission statement, overall corporate strategy and significant policies
of the company. A complete record of particulars of significant policies alongwith date on which they
were approved or amended has been maintained.
7.   All the powers of the Board have been duly exercised and decisions on material transactions, including
appointment and determination of remuneration and terms and conditions of employment of the Chief
Executive Officer (CEO) have been taken by the Board.
8.   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 met once in every quarter during the year ended June 30, 2003.
Written notices of the Board meetings, alongwith agenda and working papers, were circulated at least
seven days before the meetings. The minutes of the meetings were appropriately recorded and circulated.
9.   The company has ensured that its directors are fully appraised of their duties and responsibilities.
10. The Board has approved appointment of Chief Financial Officer (CFO) and the Head of Internal Audit,
including their remuneration and terms and condition of employment, as determined by the Chief Executive
Officer.
1 1. The Directors' Report for the year ended June 30, 2003 has been prepared in compliance with the
requirements of the Code and fully describes the salient matters required to be disclosed.
1 2. The financial statements of the company were duly endorsed by the CEO and CFO before approval of
the Board.
HOLDING COMPANY
The holding company of Berger Paints Pakistan Limited is Slotrapid Limited which is incorporated in the United
Kingdom.
AUDITORS
The present auditors M/s A. F. Ferguson & Co., Chartered Accountants have given their consent to be auditors
for the year ending June 30, 2004. However, the Board in order to comply with the requirements of Code
of Corporate Governance has recommended changing the auditors.
CORPORATE GOVERNANCE
Statement of Corporate and Financial Reporting Framework
i.     The financial statements, prepared by the management of the Company, present fairly its state of affairs,
the result of its operations, cash flows and changes in equity.
ii.    Proper books of account have been maintained by the Company.
iii.   Appropriate accounting policies have been consistently applied, except for the changes stated in note 3
to the accounts, in preparation of financial statements and accounting estimates are based on reasonable
and prudent judgment.
iv.   International Accounting Standards, as applicable in Pakistan, have been followed in preparation of
financial statements.
v.    The system of internal control is sound in design and has been effectively implemented and monitored.
vi.   There are no significant doubts upon the company's ability to continue as a going concern.
vii. There has been no material departure from the best practices of Corporate Governance, as detailed in
the Listing Regulations.
viii. Key operating and financial data of the last six years is summarised on page 9.
ix. A brief description of outstanding statutory payments on account of taxes, duties, levies is given in note
1 4 to the accounts.
x.    The directors, CEO, CFO, Company Secretary and their spouses and minor children did not carry out
any trade in the shares of the company.
We have reviewed the Statement of Compliance with the best practices contained in the Code of Corporate
Governance prepared by the Board of Direcctors of Berger Paints Paistan Limited to comply with the Listing
Regulation No. 37 of the Karachi Stock Exchange and Chapter XI of the Listing Regulations of the Islamabad
Stock Exchange where the company is listed.
The responsibility for compliance with the Code of Corporate Governance is that of the Board of Directors
of the company. Our responsibility is to review, to the extent where such compliance can be objectively
verified, whether the Statement or Compliance reflects the status of the company's compliance with the
provisions of the Code of Corporate Governance and report if it does not. A review is limited primarily to
inquires of the company personnel and review of various documents prepared by the company to comply
with the Code.
As part of our audit of financial statements we are required to obtain an understanding of the accounting
and internal control systems sufficient to plan the audit and develop an efffective audit approach. We have
not carried out any special review of the internal control system to enable us to express an opinion as to
whether the Board's statement on internal control covers all controls and the effectiveness of such internal
controls.
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 status of the company's compliance, in all material respects,
with the best practices contained in the Code of Corporate Governance as applicable to the company for the
year ended June 30, 2003.
DEAR SHAREHOLDERS
It gives me great pleasure to welcome you to the fifty-third Annual General Meeting of the Company, and to present
a review of the operations and financial results of your Company for the year ended June 30, 2003.
BUSINESS CLIMATE
During the year 2002-03 there was a marked improvement in macro economic indicators of the country's economy,
and improved economic growth. There has been a decline in fiscal deficit of the Government inflation and interest
rates.
The external accounts balances have improved. The recently announced economic assistance package of $ 3 Billion
from the USA should help to further improve foreign exchange reserves. This augurs well for the future.Government
spending in the PSDP should increase stimulating further growth.
OPERATING PREFORMANCE
Your Company's operating results showed improvement during the year under review. Sales volume increased by
15% and in terms of value, sales for the year were 12.9% higher than the previous year. There was also an increase
of 16.7% in the profit before tax. Apart from the substantial increase in sales, another factors contributing to improved
profitability was a reduction of Rs.20 million in Financial Charges, as a result of declining interest rates during the
year.
To support the Company's ongoing drive to improve its brand presence and marketing and sales strategy, expenditure
on advertising and sales promotion was increased. Salaries, wages and benefits have also increased as a result of
necessary additions in the sales force. The increased manning levels have already contributed to the improved sales
performance during the year, and will be instrumental in the achievement of even better market penetration in the
future.
Trade receivables have improved from 95 days sales to 70 days sales and further efforts by your Company's
management to improve collections will continue.
INCOME TAX
At the year end an income tax refund of Rs.32.119 million was due from the Income Tax Authorities.  A sum of
Rs.21.40 million has been received subsequent to the year end.
MARKETING INITIATIVES
In line with trends in the market, the Company successfully repositioned its All Rounder Matt Enamel. The product
is being positioned as ^Highly Washable and Extremely Durable' and there is focus on Berger Robbialac as the parent
brand.
To cater for the increased demand in the market for cheaper alternatives to premium and more expensive brands
of paint, the Company has adopted a marketing strategy which aims to maximize profits by further improving sales
of non-premium and less expensive products like SPD, Economy Emulsion and Eazy Clean.
Note 2003 2002
(Rupees in thousand)
SHARE CAPITAL AND RESERVES
Share capital
Authorised
5,000,000 (2002: 5,000,000) ordinary shares of Rs 1 0 each 50,000 50,000
Issued, subscribed and paid - up 4 30,834 30,834
General reserves 5 205,000 1 75,000
Unappropriated profit 2,427 1,122
238,261 206,956
SURPLUS ON REVALUATION OF FIXED ASSETS (NET) 6 1 8,576 43,779
LONG-TERM FINANCES 7 - 21,500
LIABILITIES AGAINST ASSETS SUBJECT TO
FINANCE LEASES 8 361 12,359
DEFERRED TAXATION 10 6,390 -
DEFERRED INCOME 15.5 600 1,224
CURRENT LIABILITIES
Current maturity of long-term finances 7 20,000 21,000
Current maturity of liabilities against
assets subject to finance leases 8 1 1 ,968 11,129
Short-term finances 11 150,000 148,000
Running finance under mark-up arrangements Creditors, accrued expenses and 12 5,855
other liabilities 13 1 73,978 1 78,906
Unclaimed dividends 1,110 836
Proposed dividend 1 2,334 10,792
375,245 420,441
CONTINGENCIES AND COMMITMENTS 14
639,433 706,259
The annexed notes form an integral part of these financial statements.
Year Ended June 30,
2003 2002 2001 2000 1999 1998
 ( Rupees in Thousand)
NET ASSETS
Fixed Assets (Net) 118,505 1 1 3,845 1 1 9,957 115,537 85,726 84,761
Long Term Investment 17,947 17,947 1 7,947 7,550 2,550 3,500
Long Term Loans & Deposits 11,931 1 1 ,501 9,601 11,001 9,201 7,818
Deferred Taxation - 2,111 2,203 - - -
Net Current Assets 115,805 140,414 160,576 110,781 134,609 165,514
Total 264,188 285,818 310,284 244,869 232,086 261,593
FINANCED BY
Share Capital 30,834 30,834 30,834 30,834 30,834 30,834
Reserves 207,427 176,122 169,126 151,837 134,172 124,981
Surplus on Revaluation of
Fixed Assets 18,576 43,779 43,779 43,779 43,779 43,779
256,837 250,735 243,739 226,450 208,785 1 99,594
Long Term & Deferred
Liabilities 7,351 35,083 66,545 18,419 23,301 61,999
Total 264,188 285,818 310,284 244,869 232,086 261,593
TURNOVER & PROFITS
Turnover 987,452 874,582 861 ,508 746,829 713,893 732,687
Profit before tax 38,051 32,585 28,240 48,658 28,241 53,827
Taxation 16,794 14,797 -1,383 15,576 11,341 10,054
Profit after tax 21,257 17,788 29,623 33,082 1 6,900 43,773
Dividend 12,334 10,792 12,334 15,417 7,709 7,709
Transfer to General Reserve 30,000 10,000 20,000 20,000 10,000 30,000
Earnings & Dividend
Earnings per Rs. 10 share Rs. 6.89 5.77 9.61 10.73 5.48 14.2
Dividend per share -Cash Rs. 4 3.5 4 5 2.5 2.5
Note 2003 2002
(Rupees in thousand)
Sales 25 987,452 874,582
Cost of goods sold 26 729,753 656,148
257,699 218,434
Selling and administration expenses 27 199,981 1 45,740
57,718 72,694
Other income 28 8,392 7,764
66,110 80,458
Financial charges 29 25,336 45,413
Other charges 30 2,723 2,460
28,059 47,873
Profit before taxation 38,051 32,585
Taxation 31 16,794 14,797
Profit after taxation 21,257 1 7,788
Unappropriated profit brought forward 1,122 4,126
22,379 21,914
Appropriations
Transfer to general reserve -30,000 -10,000
Transfer from surplus on revaluation of fixed assets
to unappropriated profit for
- prior years 21,799 -
- current year (net of deferred taxation) 583 -
Proposed dividend - Rs 4.0 per share (2002: Rs 3.5 per share) -12,334 -10,792
-19,952 -20,792
Unappropriated profit carried forwarc j 2,427 1,122
Basic and diluted earnings per share 32 Rs 6.89 Rs 5.77
The annexed notes form an integral part of these financial statements.
Note 2003 2002
(Rupees in thousand)
Cash flow from operating activities
Cash generated from operations 33 1 35,295 105,022
Financial charges paid -30,336 -48,871
Taxes (paid) / refunded -17,052 21,477
Long-term loans and advances (net) 50 -1,985
Long-term deposits (net) -480 85
Net cash inflow from operating activities 87,477 75,728
Cash flow from investing activities
Fixed capital expenditure -20,620 -7,001
Sale proceeds on disposal of fixed assets 739 1,081
Dividend received 274 -
Net cash (outflow) from investing activities -19,607 -5,920
Cash flow from financing activities
Long-term finances less repayments -22,500 -1,000
Repayments of liabilities under finance leases (net) -11,159 -9,606
Short-term finances (net) 2,000 101,369
Dividends paid -10,518 -12,002
Net cash (outflow) / inflow from financing activities -42,177 78,761
Net increase in cash and cash equivalents 25,693 148,569
Cash and cash equivalents at the beginning of the year 1 1 ,227 -137,342
Cash and cash equivalents at the end of the year 34 36,920 11,227
13. The directors, CEO and executives do not hold any interest in the shares of the company, other than
that disclosed in the pattern of shareholding.
14. The company has complied with all the corporate and financial reporting requirements of the Code.
1 5. The Board has formed an Audit Committee. It comprises of three members, of whom two are non-executive
directors including the chairman of the committee.
1 6. The meetings of the Audit Committee were held at least once every quarter prior to approval of interim
and final results of the company and as required by the Code. The terms of reference of the committee
have been framed, approved by the Board and advised to the committee for compliance.
1 7. The Company has setup an effective internal audit function for the company.
1 8. The statutory auditors of the company have confirmed that they have been given a satisfactory rating
under the quality control review programme of the Institute of Chartered Accountants of Pakistan, that
they or any of the partners of the firm, their spouses and minor children do not hold shares of the company
and that the firm and all its partners are in compliance with International Federation of Accountants (IFAC)
guidelines on code of ethics as adopted by the Institute of Chartered Accountants of Pakistan.
1 9. The statutory auditors or the persons associated with them have not been appointed to provide other
services except in accordance with the listing regulations and the auditors have confirmed that they have
observed IFAC guidelines in this regard.
20. We confirm that all other material principles contained in the Code have been complied with.
Defined contribution plan
The company also operates a recognised provident fund scheme for its employees. Equal monthly contributions are made, both by the company and the employees, to the fund at the rate of 8.33 percent
of basic pay and cost of living allowance for unionised staff and 1 0 percent of basic salary for non-
executive staff and executives.
2.4 Taxation
Current
Provision for current taxation is based on taxable income at the current rates of taxation after taking into
account tax credits and tax rebates available, if any, or minimum tax at 0.5 percent of turnover, whichever
is higher.
Deferred
Consistent with prior years deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax base of assets and liabilities and their carrying amounts in the financial
statements.
Tax rates enacted or substantially enacted by the balance sheet date are used to determine deferred
income tax.
Deferred tax assets are recognised to the extent it is probable that future taxable profits will be available
against which the temporary differences can be utilised.
2.5 Tangible fixed assets and depreciation
Leasehold land, buildings thereon and plant and machinery as at March 31,1 988 have been revalued
by an independent valuer as of that date and are shown at net revalued amounts. Additions subsequent
to that date and all other operating assets are stated at cost less accumulated depreciation. Capital work-
in-progress is stated at cost.
Depreciation is charged to income applying the straight line method whereby the cost of an asset is written off over its estimated useful life. A full year's depreciation is charged on additions, while no
depreciation is charged on items disposed off during the year. Freehold land is stated at cost. Leasehold
land is amortised over the period of the lease.
Where the carrying amount of an asset is greater than its estimated recoverable amount it is written down
immediately to its recoverable amount.
Maintenance and normal repairs are charged to income as and when incurred. Major renewals and
improvements are capitalised and the assets so replaced, if any, are retired.  Profit or loss on disposal
of fixed assets is recognised in income currently.
We have audited the annexed balance sheet of Berger Paints Pakistan Limited as at June 30, 2003 and the
related profit and loss account, statement of changes in equity and cash flow statement together with the notes
forming part thereof, for the year then ended and we state that we have obtained all trie information and
explanations which, to the best of our knowledge and belief, were necessary for the purposes of our audit.
It is the responsibility of the company's management to establish and maintain a system of internal control,
and prepare and present the above said statements in conformity with the approved accounting standards
and the requirements of the Companies Ordinance, 1 984. Our responsibility is to express an opinion on these
statements based on our audit.
We conducted our audit in accordance with the auditing standards as applicable in Pakistan. These standards
require that we plan and perform the audit to obtain reasonable assurance about whether the above said
statements are free of any material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the above said statements. An audit also includes assessing the
accounting policies and significant estimates made by management, as well as, evaluating the overall
presentation of the above said statements. We believe that our audit provides a reasonable basis for our
opinion and, after due verification, we report that-
(a) in our opinion, proper books of accounts have been kept by the company as required by the Companies Ordinance, 1 984;
(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, 1 984, and are in agreement with the books of account
and are further in accordance with accounting policies consistently applied except for the change
as stated in note 3 to the financial statements with which we concur;
(ii)   the expenditure incurred during the year was for the purpose of the company's business; and
(iii) the business conducted, investments made and the expenditure incurred during the year were in
accordance with the objects of the company;
(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, statement of changes in equity and cash flow statement together
with the notes forming part thereof conform with approved accounting standards as applicable in Pakistan, and, give the information required by the Companies Ordinance, 1 984, 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, 2003 and of
the profit, its changes in equity 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.
Investments in subsidiaries and associates are stated at cost. Impairment losses are recognised whenever
the carrying amount of investment exceeds its recoverable amount. An impairment loss is recognised
in income directly.
2.12 Foreign currencies                                                                                                                                           
Transactions in foreign currencies are recorded in Pakistan rupees at the rates of exchange approximating
those prevalent on the date of transactions except if such transactions are covered through forward
foreign  exchange  contracts  in  which  case they are  recorded  at the contracted  rate.       
Monetary assets and liabilities in foreign currencies are reported in Pakistan rupees at the rates of       
exchange approximating those prevailing on the balance sneet date except those liabilities covered       
under forward foreign exchange contracts which are reported at the contractual rates. Exchange gains        
and losses are included in income currently.