| Aventis Pharma (Pakistan) Limited |
|
|
|
|
|
|
|
|
| [Formerly
Hoechst Marion Roussel (Pakistan) Limited] |
|
| Annual
Report 2000 |
|
|
|
| Contents |
|
|
| Notice
of Meeting |
|
| Company
Information |
|
| Ten-Year
Summary of Statistics |
|
| Directors'
Report |
|
| Pattern
of Shareholding |
|
| Auditors'
Report |
|
| Balance
Sheet |
|
| Profit
and Loss Account |
|
| Statement
of Changes in Equity |
|
| Cash
Flow Statement |
|
| Notes
to the Accounts |
|
|
|
| NOTICE
OF MEETING |
|
| Notice
is hereby given that the Thirty-third Annual General Meeting of the Company
will be held on |
|
| Monday,
April 09, 2001 at 10:00 hours in the Conference Hall of the Overseas
Investors Chamber of |
|
| Commerce
and Industry, Talpur Road, Karachi to transact the following business: |
|
|
| 1.
To confirm the minutes of the last Annual General Meeting. |
|
|
| 2.
To receive and adopt the Balance Sheet and Profit & Loss Account for the
year ended December |
|
| 31,
2000 together with the Directors' and Auditors' reports thereon. |
|
|
| 3.
To approve the dividend for the year @ Rs.3.50 per share, as recommended by
the Directors. |
|
|
| 4.
To appoint Auditors for the year ending December 31, 2001 and to fix their
remuneration. The |
|
| retiring
Auditors, M/s. A.F. Ferguson & Co., being eligible offer themselves for
re-appointment. |
|
|
|
By Order of the Board |
|
|
|
M. Z. Moin Mohajir |
|
| Karachi,
March 16, 2001 |
|
Director/Secretary |
|
|
| Notes: |
|
| 1.
The Share Transfer Books of the Company shall remain closed from March 27,
2001 to April 09, |
|
| 2001
(both days inclusive) for the purpose of determining the dividend. |
|
|
| 2.
A member entitled to attend and vote at the above meeting may appoint a |
|
| Proxy
to attend and vote on his behalf. No person shall be appointed as Proxy who
is not a |
|
| member
of the Company qualified to vote except that a Corporation being a member may
appoint |
|
| as
Proxy a person who is not a member. The completed Proxy Form must be
deposited at the |
|
| Registered
Office of the Company not less than 48 hours before the time for holding the
meeting. |
|
|
| 3.
Shareholders whose shares are deposited with Central Depository Company (CDC)
are requested |
|
| to
bring their Original National Identity Card and account number in CDC for
verification. |
|
|
| 4.
For the convenience of our shareholders who wish to avail transport facility,
company transport |
|
| will
be available at the Karachi Stock Exchange Building and will leave for
Overseas Investors |
|
| Chamber
of Commerce and Industry at 9:30 a.m. sharp. After the Annual General
Meeting, the |
|
| company
transport will take the shareholders back to the Karachi Stock Exchange
Building. |
|
|
|
| COMPANY INFORMATION |
|
|
| Board
of Directors |
Syed Babar Ali |
|
Chairman |
|
|
M. Tariq Umar |
|
Managing Director |
|
|
Pir Ali Gohar |
|
(Alternate Asif Ali
Gohar) |
|
|
Syed Hyder Ali |
|
|
Michel R. Lienard |
|
(Alternate Jacques Perez |
|
|
Hans D. Hausner |
|
(Alternate A. R. Tahir) |
|
|
M. Z. Moin Mohajir |
|
|
| Company
Secretary |
M.Z. Moin Mohajir |
|
|
| Auditors |
|
A.F. Ferguson & Co. |
|
|
|
| Legal
Advisors |
Fatehali W. Vellani &
Company |
|
|
|
Azfar & Azfar |
|
|
|
Orr, Dignam & Co. |
|
|
|
Rizvi, Isa & Co. |
|
|
|
| Bankers |
|
ABN AMRO Bank N.V. |
|
|
Citibank, N.A. |
|
|
Credit Agricole Indosuez |
|
|
Deutsche Bank AG |
|
|
Habib Bank Limited |
|
|
Hongkong & Shanghai
Banking Corporation Ltd. |
|
|
Muslim Commercial Bank
Ltd. |
|
|
Societe Generale - The
French & International Bank |
|
|
Standard Chartered Bank |
|
|
Standard Chartered
Grindlays Bank Ltd. |
|
|
| Registered
Office |
Plot No. 23, Sector No.
22, |
|
|
|
Korangi Industrial Area, |
|
|
|
Karachi-74900. |
|
|
|
| Postal
Address |
P.O. Box No. 4962, |
|
|
|
Karachi - 74000. |
|
|
|
| Registrars
& Share |
Ferguson Associates
(Pvt.) Ltd. |
|
| Transfer
Office |
State Life Building No.
l-A, |
|
|
|
I.I. Chundrigar Road, |
|
|
Karachi-74000. |
|
|
|
| TEN-YEAR
SUMMARY OF STATISTICS |
|
|
| (Rupees
in thousands) |
|
|
1991 |
1992 |
1993 |
1994 |
1995 |
1996 |
1997 |
1998 |
1999 |
2000 |
|
|
| Operating assets |
116,275 |
141,409 |
157,538 |
188,010 |
355,691 |
311,715 |
284,104 |
240,995 |
190,155 |
146,164 |
|
|
| Capital
work-in-progress |
29,388 |
25,888 |
45,222 |
183,058 |
36,012 |
105,163 |
1,638 |
3,565 |
6,874 |
23,823 |
| Net
current & other assets |
49,564 |
48,514 |
51,015 |
253,213 |
129,657 |
(16,737) |
117,112 |
88,646 |
226,007 |
175,653 |
|
------------ |
------------ |
------------ |
------------ |
------------ |
------------ |
------------ |
------------ |
------------ |
------------ |
| Total
assets employed |
195,227 |
215,811 |
253,775 |
624,281 |
521,360 |
400,141 |
402,854 |
333,206 |
423,036 |
345,640 |
|
------------ |
------------ |
------------ |
------------ |
------------ |
------------ |
------------ |
------------ |
------------ |
------------ |
| Ordinary
capital |
57,873 |
69,448 |
69,448 |
69,448 |
69,448 |
69,448 |
69,448 |
69,448 |
69,448 |
69,448 |
| Reserves |
|
80,631 |
98,633 |
151,775 |
201,584 |
212,125 |
204,949 |
221,752 |
237,987 |
242,675 |
276,192 |
| Redeemable
capital |
31,650 |
22,350 |
13,050 |
240,000 |
136,667 |
49,333 |
62,000 |
8,000 |
104,000 |
-- |
| Long
term & deferred liabilities |
25,073 |
25,380 |
19,502 |
113,249 |
103,120 |
76,411 |
49,654 |
17,771 |
6,913 |
-- |
|
------------ |
------------ |
------------ |
------------ |
------------ |
------------ |
------------ |
------------ |
------------ |
------------ |
| Total
funds employed |
195,227 |
215,811 |
253,775 |
624,281 |
521,360 |
400,141 |
402,854 |
333,206 |
423,036 |
345,640 |
|
------------ |
------------ |
------------ |
------------ |
------------ |
------------ |
------------ |
------------ |
------------ |
------------ |
| Net turnover |
|
1,112,096 |
1,272,943 |
1,308,682 |
1,532,542 |
1,960,288 |
1,422,957 |
1,409,552 |
1,420,712 |
1,624,284 |
1,800,607 |
| Indenting
commission |
16,196 |
15,619 |
18,800 |
18,585 |
17,919 |
18,293 |
16,135 |
17,868 |
|
-- |
| Profit
before taxation |
77,526 |
80,898 |
82,182 |
72,063 |
40,170 |
32,743 |
61,808 |
62,285 |
70,348 |
136,664 |
| %
of net sales |
7.00 |
6.40 |
6.30 |
4.70 |
2.00 |
2.30 |
4.40 |
4.40 |
4.30 |
7.60 |
| %
of average assets employed |
48.70 |
39.40 |
35.00 |
16.40 |
7.00 |
7.10 |
15.40 |
16.90 |
18.60 |
35.60 |
| Profit
/ (loss) after taxation |
41,882 |
43,466 |
53,142 |
63,699 |
24,431 |
(7,176) |
30,692 |
30,123 |
22,050 |
57,824 |
| Cash
dividend - amount |
-- |
13,889 |
-- |
13,890 |
13,890 |
-- |
13,889 |
13,888 |
17,362 |
24,307 |
| Cash
dividend - % |
-- |
20 |
-- |
20 |
20 |
-- |
20 |
20 |
25 |
35 |
| Bonus
issue - amount |
11,575 |
-- |
-- |
-- |
-- |
-- |
-- |
-- |
-- |
-- |
| Bonus
issue - % |
20 |
-- |
-- |
-- |
-- |
-- |
-- |
-- |
-- |
-- |
| Earnings
per share Rs. |
13.39 |
11.64 |
11.80 |
10.30 |
5.78 |
4.70 |
8.90 |
8.97 |
10.12 |
19.68 |
| (based
on profit before tax) |
|
|
|
| Number
of permanent |
|
| employees
at year end |
923 |
953 |
941 |
954 |
1,007 |
882 |
626 |
521 |
509 |
508 |
|
|
| DIRECTORS'
REPORT |
|
|
| We
are pleased to present the Annual Report of your company for the year ended
December 31, 2000. |
|
|
| Sales
were 11.6% above last year, which was well above the Pakistan Pharmaceuticals
Market growth of |
|
| 6%.
Profit before tax of Rs.136.6 million is a record for the company and it is
94% more than last year. |
|
| This
excellent achievement was due to the full benefits arising out of several
restructuring, streamlining and |
|
| cost
saving actions taken in the last couple of years. This result was despite a
number of negative factors |
|
| which
were beyond the control of your company's management. These included 1)
continued stagnation |
|
| of
the economy with consequent impact on sales, 2) no price increase for 4
products including 2 of our |
|
| largest
products - Claforan® 1gm and Tarivid®, 3) price increase granted for other
products from July 2000 |
|
| only,
4) devaluation of Pak rupee by approximately 13% starting from July 2000
thereby neutralizing the |
|
| benefits
of the price increase, 5) increase in cost of electricity, petrol and travel,
etc. |
|
|
| We
launched two new products during the year - Targocid® (200mg and 400rag
Injections) in June 2000 |
|
| and
Tavanic® (250mg and 500mg Tablets) in December 2000. These are antibiotics
and the initial response |
|
| to
both the products was very positive and we expect them to develop quite well
during the year 2001. |
|
|
| We
again exported pharmaceutical products worth Rs.15 million to Thailand during
the year and expect |
|
| this
business to grow. |
|
|
| Appropriations |
|
(Rs.000) |
|
| Profit
for the year before taxation |
|
136,664 |
|
| Taxation: |
|
| Current |
- for the year |
|
84,000 |
|
|
-
for prior years |
|
1,753 |
|
| Deferred |
- for the year |
|
(6,913) |
|
|
------------ |
|
|
78,840 |
|
|
------------ |
|
| Profit
after taxation |
|
57,824 |
|
| Unappropriated
profit brought forward |
|
175 |
|
|
------------ |
|
|
57,999 |
|
| Appropriations: |
|
| Proposed dividend @ 35% |
I |
|
24,307 |
|
| Transfer
to General Reserve |
|
33,500 |
|
|
------------ |
|
|
57,807 |
|
|
------------ |
|
| Unappropriated
profit carried forward |
|
192 |
|
|
========== |
|
| Tax
provision for current year is high due to timing and some permanent
differences which have been |
|
| accounted
for in the tax computation. |
|
|
| In
view of the excellent profit the Directors are pleased to recommend a
dividend of 35% i.e. Rs.3.50 |
|
| per
share which, if approved, by the shareholders, will be the highest cash
dividend in the history of the |
|
| company. |
|
|
| Human
Resource |
|
| The
total number of permanent employees at the end of 2000 were 508, a further
reduction of 1 as |
|
| compared
to the end of last year despite increase in sales and related operations. |
|
|
| Productivity
based incentives introduced in the factory 2 years back resulted in further
productivity |
|
| improvement
of over 6% this year as compared to 1999 which had already registered a
productivity |
|
| growth. |
|
|
| Information
Technology |
|
| The
5 SAP modules which we use are now being upgraded and our Information
Technology department |
|
| is
one of the most advanced in the country. This, however, also means that we
incur significant costs to |
|
| maintain
this modern tool and we need to spend more to extend the SAP system to all
our branches. |
|
|
|
| Safety
& Environment |
|
| Further
training of concerned staff to maintain and even to enhance the level of
quality standards of |
|
| Environment,
Health and Safety has been one of the company's achievements during the year. |
|
|
| Future
Outlook |
|
| We
have to once again repeat this year that the pharmaceutical industry
continues to be depended on the |
|
| Government
in respect of pharmaceutical price increases and to be wary of the regular
devaluation of Pak |
|
| rupee.
As mentioned above the restricted price increases granted after 3 years and 8
months towards the |
|
| end
of June 2000 were quickly neutralized by the devaluation of the Pak rupee
immediately thereafter. |
|
| Despite
our best efforts to control costs and introduce innovative ideas, it is to be
understood that there |
|
| is
a certain limit on such actions and factors like inflation and Pak rupee
devaluation are realities on |
|
| which
we have no control. |
|
|
| Our
policy of launching new products will continue this year also and together
with the products |
|
| launched
last year we hope that new products will contribute significantly to our
overall turnover. |
|
|
| The
merger of Hoechst AG and Rhone-Poulenc Rorer SA Life Sciences into a new
company Aventis SA |
|
| has
been completed in nearly all the countries of the world. In Pakistan we are
still looking into the |
|
| various
aspects of the merger and shall revert back to you in this regard very soon.' |
|
|
| Directors |
|
| Mr.
Michel Lienard and Mr. H.D. Hausner, have been nominated by Aventis Pharma
Holding GmbH to |
|
| fill
the casual vacancies in the Board of Directors created due to the
resignations of Mr. Pascal Soriot, who |
|
| has
taken over new responsibilities in the United States and Mr. F.X. Roger, who
has left the Company. |
|
| We
would like to thank the outgoing members for their contribution to the
Company during their tenure |
|
| on
the Board and welcome the new nominees. |
|
|
| Pattern
of Shareholding |
|
| A
statement of the pattern of shareholding. |
|
|
| Earning
Per Share |
|
| The
earning per share before tax is Rs.19.68, which is once again the best ever
performance by your |
|
| company. |
|
|
| Holding
Company |
|
| The
company is a subsidiary of Aventis Pharma Holding GmbH, which is incorporated
in Germany. |
|
|
| Auditors |
|
| The
present Auditors Messrs A.F. Ferguson & Company retire and, being
eligible, offer themselves for |
|
| reappointment. |
|
|
| General |
|
| We
would like to thank all the employees, who have once again played a
significant role in your |
|
| company's
good performance. |
|
|
|
By order of the Board |
|
|
|
SYED BABAR ALI |
|
M. TARIQ UMAR |
|
| Karachi:
26th January, 2001 |
|
Chairman |
|
Chief Executive |
|
|
|
| PATTERN
OF SHAREHOLDING AS AT DECEMBER 31, 2000 |
|
|
| NUMBER
OF |
SHAREHOLDING |
TOTAL |
|
| SHAREHOLDERS |
From |
To |
SHARES HELD |
|
| 305 |
|
1 |
100 |
14,034 |
|
| 376 |
|
101 |
500 |
114,341 |
|
| 76 |
|
501 |
1000 |
57,627 |
|
| 72 |
|
1001 |
5000 |
135,803 |
|
| 6 |
|
5001 |
10000 |
46,404 |
|
| 1 |
|
10001 |
15000 |
10,651 |
|
| 3 |
|
15001 |
20000 |
54,877 |
|
| 3 |
|
20001 |
25000 |
71,742 |
|
| 1 |
|
25001 |
30000 |
29,822 |
|
| 1 |
|
30001 |
35000 |
31,222 |
|
| 1 |
|
45001 |
50000 |
50,000 |
|
| 1 |
|
50001 |
55000 |
51,442 |
|
| 2 |
|
55001 |
60000 |
113,896 |
|
| 1 |
|
200001 |
205000 |
204,099 |
|
| 1 |
|
340001 |
345000 |
341,702 |
|
| 1 |
|
465001 |
470000 |
465,523 |
|
| 1 |
|
510001 |
515000 |
510,212 |
|
| 1 |
|
1160001 |
1165000 |
1,161,894 |
|
| 1 |
|
3475001 |
3480000 |
3,479,469 |
|
| ----------- |
----------- |
----------- |
----------- |
----------- |
|
| 854 |
|
6,944,760 |
|
| ========== |
========== |
========== |
========== |
========== |
|
|
|
| CATEGORIES
OF SHAREHOLDERS |
NUMBER |
SHARES |
PERCENTAGE |
|
|
|
|
HELD |
|
|
| Financial
Institutions |
|
5 |
143,691 |
2.07 |
|
| Individuals |
|
822 |
1,353,588 |
19.50 |
|
| Insurance
Companies |
|
3 |
1,385,842 |
19.96 |
|
| Investment
Companies |
|
6 |
475,951 |
6.85 |
|
| Joint-Stock
Companies |
|
11 |
3,541,257 |
50.99 |
|
| Modaraba
Companies |
|
2 |
16,300 |
0.23 |
|
| Charitable
Trusts |
|
1 |
82 |
-- |
|
| Others |
|
4 |
28,049 |
0.40 |
|
|
----------- |
----------- |
----------- |
|
|
854 |
6,944,760 |
100.00 |
|
|
========== |
========== |
========== |
|
|
|
| AUDITORS'
REPORT AND FINANCIAL STATEMENTS |
|
|
| We
have audited the annexed balance sheet of Aventis Pharma (Pakistan) Limited
[formerly Hoechst |
|
| Marion
Roussel (Pakistan) Limited] as at December 31, 2000 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 the 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, 1984. 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 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 |
|
|
| (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 the approved accounting
standards as |
|
| applicable
in Pakistan, and, 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 December 31, 2000 and of the profit, changes in equity and its cash
flows for the year |
|
| then
ended; and |
|
|
| (d)
in our opinion Zakat deductible at source under the Zakat and Ushr Ordinance,
1980 (XVIII of |
|
| 1980),
was deducted by the Company and deposited in the Central Zakat Fund
established under |
|
| Section
7 of that Ordinance. |
|
|
| A.F.
Ferguson & Co. |
|
| Chartered
Accountants |
|
|
| Karachi:
February 8, 2001 |
|
|
|
| BALANCE
SHEET AS AT DECEMBER 31, 2000 |
|
|
|
Note |
2000 |
1999 |
|
|
( Rupees in
thousands ) |
|
| SHARE
CAPITAL AND RESERVES |
|
| Authorised
Capital |
|
| 10,000,000
Ordinary shares of Rs. 10 each |
|
100,000 |
100,000 |
|
|
========== |
========== |
|
| Issued,
subscribed and paid - up .capital |
|
3 |
69,448 |
69,448 |
|
| Revenue
reserve |
|
276,000 |
242,500 |
|
| Unappropriated
profit |
|
192 |
175 |
|
|
------------ |
------------ |
|
|
345,640 |
312,123 |
|
|
|
|
| REDEEMABLE
CAPITAL |
|
4 |
-- |
104,000 |
|
| DEFERRED
TAXATION |
|
5 |
-- |
6,913 |
|
| CURRENT
LIABILITIES |
|
|
|
| Current
maturity of redeemable capital |
|
4 |
104,000 |
4,000 |
|
| Short
- term running finances utilized |
|
|
|
|
| under
mark - up arrangements |
|
6 |
100,450 |
158,570 |
|
|
|
|
| Creditors,
accrued and other liabilities |
|
7 |
286,370 |
334,122 |
|
|
|
|
|
| Proposed
dividend |
|
|
24,307 |
17~362 |
|
|
|
------------ |
------------ |
|
|
|
515,127 |
514,054 |
|
|
|
|
|
| CONTINGENCIES
AND COMMITMENTS |
|
8 |
|
|
|
------------ |
------------ |
|
|
860,767 |
937,090 |
|
|
========== |
========== |
|
|
| TANGIBLE
FIXED ASSETS |
|
| Operating
assets |
|
9 |
146,164 |
190,155 |
|
| Capital
work-in-progress |
|
10 |
23,823 |
6,874 |
|
|
|
169,987 |
197,029 |
|
|
|
|
|
| LONG
- TERM DEPOSITS |
|
|
2,103 |
550 |
|
| LONG
-TERM LOANS AND ADVANCES |
|
11 |
3,524 |
2,006 |
|
| CURRENT
ASSETS |
|
|
|
|
| Stores
and spares |
|
12 |
23,784 |
24,352 |
|
| Stock-in-trade |
|
13 |
365,061 |
413,464 |
|
| Trade debts |
|
14 |
221,702 |
75,831 |
|
| Loans
and advances |
|
15 |
4,218 |
4,576 |
|
| Deposits
and short-term prepayments |
|
16 |
30,094 |
139,685 |
|
| Taxation |
|
|
22,193 |
69,977 |
|
| Other
receivables |
|
17 |
13,521 |
8,093 |
|
| Bank
and cash balances |
|
18 |
4,580 |
1,527 |
|
|
|
------------ |
------------ |
|
|
685,153 |
737,505 |
|
|
------------ |
------------ |
|
|
860,767 |
937,090 |
|
|
========== |
========== |
|
| The
annexed notes form an integral part of these accounts. |
|
|
|
SYED BABAR ALI |
|
M. TARIQ UMAR |
|
|
Chairman |
|
Chief Executive |
|
|
|
| PROFIT
AND LOSS ACCOUNT FOR THE YEAR ENDED DECEMBER 31, 2000 |
|
|
|
Note |
2000 |
1999 |
|
|
( Rupees in
thousands ) |
|
| Net Sales |
|
19 |
1,800,607 |
1,624,284 |
|
| Cost
of Goods Sold |
|
20 |
1,218,270 |
1,149,727 |
|
|
|
------------ |
------------ |
|
| Trading
profit |
|
|
582,337 |
474,557 |
|
| Administration
and Selling expenses |
|
21 |
409,889 |
391,232 |
|
