| Searle Pakistan Limited |
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| Annual
Report 2000 |
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| CONTENTS |
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| Searle
Pakistan Limited |
|
| Company
Information |
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|
| Notice
of Meeting |
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|
| Directors'
Report |
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|
| Financial
Highlights |
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|
| Statistical
Summary |
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|
| Auditors'
Report to the Members |
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| Balance Sheet |
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|
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| Profit
and Loss Account |
|
|
| Cash
Flow Statement |
|
|
| Statement
of Changes in Equity |
|
|
| Notes
to the Financial Statements |
|
| Statement
Under Section 237 (l) (e) |
|
| of
the Companies Ordinance 1984 |
|
| Pattern
of Shareholding |
|
|
|
| IBL
HealthCare (Pvt) Limited-Subsidiary Company |
|
| Company
Information |
|
|
| Directors'
Report |
|
|
| Auditors'
Report to the Members |
|
|
| Balance Sheet |
|
|
|
| Profit
and Loss Account |
|
|
| Cash
Flow Statement |
|
|
| Statement
of Changes in Equity |
|
|
| Notes
to the Financial Statements |
|
|
| Consolidated
Accounts of Searle and its subsidiary |
|
| Auditors'
Report to the Members |
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|
| Balance Sheet |
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|
|
| Profit
and Loss Account |
|
|
| Cash
Flow Statement |
|
|
| Statement
of Changes in Equity |
|
|
| Notes
to the Financial Statements |
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| COMPANY
INFORMATION |
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|
| BOARD
OF DIRECTORS |
Rashid Abdulla |
|
Chairman |
|
|
|
Tariq Ismail |
|
Chief Executive |
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|
Khalid Malik |
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|
Imtiaz Agboatwala |
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|
Chishty Mujahid |
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|
Mushtaq Abdullah |
|
|
|
James Irwin |
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| COMPANY
SECRETARY |
Imtiaz Agboatwala |
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|
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| AUDITORS |
|
Khalid Majid Husain
Rahman |
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| BANKERS |
|
American Express Bank
Ltd. |
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|
Faysal Bank Ltd. |
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|
Habib Bank Ltd. |
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|
Habib Bank A.G. Zurich |
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|
|
Muslim Commercial Bank
Ltd. |
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|
|
Prudential Commercial
Bank Ltd. |
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|
Societe Generale |
|
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|
Standard Chartered Bank |
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The Bank of
Tokyo-Mitsubishi Ltd. |
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| REGISTERED
OFFICE |
First Floor, N.I.C.
Building, Abbasi Shaheed Road, |
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|
Off. Shahrah-e-Faisal, |
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|
Karachi. |
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| FACTORY |
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F-319, S.I.T.E., Karachi. |
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|
|
| REGISTRAR |
|
Gangjees Computer
Services |
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|
Room No. 513, 5th Floor,
Clifton Centre, Kehkeshan, |
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Block-5, Clifton, |
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|
Karachi-75600 |
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| NOTICE
OF ANNUAL GENERAL MEETING |
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| Notice
is hereby given that the thirty-fifth Annual General Meeting of the
shareholders of Searle |
|
| Pakistan
Limited will be held at 03:00 p.m. on Saturday, December 30, 2000 at the
Regent Plaza, |
|
| Hotel
& Convention Centre, Shahrah-e-Faisal, Karachi, to transact the following
business: |
|
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| ORDINARY
BUSINESS |
|
|
| 1.
To confirm the minutes of the last Annual General Meeting held on December
31, 1999. |
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|
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| 2.
To receive, consider and adopt the Audited Accounts together with Directors'
and Auditors' |
|
| Reports
thereon for the year ended June 30, 2000. |
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|
|
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| 3.
To approve the cash dividend of Rs. 1.00 per share of Rs. 10/- each, as
recommended by the |
|
| Board
of Directors. |
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|
|
|
|
|
| 4.
To appoint Auditors and fix their remuneration. The Company has received a
notice from a |
|
| member
under section 253(1) of the Companies Ordinance, 1984 proposing M/s. Husain |
|
| Rahman,
Chartered Accountants for appointment as auditors of the Company. |
|
|
| SPECIAL
BUSINESS |
|
|
| 5.
To approve the issue of bonus shares in the ratio of one share for every ten
shares held (10%) |
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| as
recommended by the Board of Directors and, if thought fit, to pass with or
without |
|
| modification(s)
the following resolution as an Ordinary Resolution. |
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|
| "RESOLVED that a sum of Rs. 17,323,810/- out of the un-appropriated
profits of the |
|
| Company
be capitalised and applied towards the issue of 1,732,381 ordinary shares of
Rs. |
|
| 10/-
each and allotted as fully paid bonus shares to the members who are
registered in the |
|
| books
of the Company as at December 22, 2000, in the proportion of one share for
every ten |
|
| shares
held and that such new shares shall rank pari passu with the existing
ordinary shares |
|
| but
shall not be eligible for the dividend declared for the year ended June 30,
2000. |
|
|
| FURTHER
RESOLVED that in the event of any shareholder holding less
than ten shares or |
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| a
number of shares which is not an exact multiple of 10, the Directors be and
are hereby |
|
| authorized
to consolidate such fractional entitlements into whole shares and sell such
shares |
|
| in
the Stock Market and to pay the proceeds of the sale when realised to a
recognised charitable |
|
| institution
as may be selected by the Directors of the Company. |
|
|
| FURTHER
RESOLVED that the Chief Executive and / or the Company
Secretary be and |
|
| are
hereby authorized to take all necessary steps on behalf of the Company." |
|
|
| 6.
To approve the remuneration of the Chief Executive and whole-time working
Directors of |
|
| the Company. |
|
|
| 7.
To transact any other business with the permission of the chair. |
|
|
| Statements
under section 160 of the Companies Ordinance, 1984 containing the Resolutions
referred |
|
| to
in item (5) of the Notice, which will be considered for adoption at the
Meeting is annexed to this |
|
| Notice
of the Meeting being sent to the members. |
|
|
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|
By order of the Board |
|
|
|
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|
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|
IMTIAZ AGBOATWALA |
|
| Karachi:
December 01, 2000 |
|
Company Secretary |
|
|
| Notes: |
|
|
| i)
The Share Transfer Books of the Company will remain closed from December 23,
2000 to December 30, 2000 |
|
| (both
days inclusive). |
|
|
|
|
| ii)
A member entitled to attend, speak and vote at the Annual General Meeting may
appoint a proxy to attend, speak |
|
| and
vote on his/her behalf. A proxy need not be a member of the Company. |
|
|
| iii)
Proxies must be received by the Company not less than 48 hours before the
Annual General Meeting. |
|
|
|
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| iv)
Shareholders are requested to submit declaration for Zakat on the required
format and intimate any changes in |
|
| address
immediately to our Registrar, Gangjees Computer Services, 513, 5th Floor,
Clifton Centre, Kehkashan, |
|
| Block
- 5, Clifton, Karachi-75600. |
|
|
|
|
| CDC
Account Holders will further have to follow the under-mentioned guidelines as
laid down |
|
| in
Circular 1 dated January 26, 2000 issued by the Securities and Exchange
Commission of Pakistan: |
|
|
|
| a)
For Attending AGM |
|
| In
case of individuals, the account holder on sub-account holder and/or the
person whose |
|
| securities
are in group account and their registration details are uploaded as per the
Regulations, |
|
| shall
authenticate his/her identity by showing his original National Identity Card
(NIC) at |
|
| the
time of attending the meeting. |
|
|
|
|
| In
case of corporate entity, the Board of Directors' resolution/power of
attorney with specimen |
|
| signature
of the nominee shall be produced (unless it has been provided earlier) at the
time of |
|
| the meeting. |
|
|
| b)
For Appointing Proxy |
|
|
| -
In case of individuals, the account holder or sub-account holder and/or the
person whose |
|
| securities
are in group account and their registration details are uploaded as per the
Regulations, |
|
| shall
submit the proxy form as per the above requirement. |
|
|
| -
Attested copies of (NIC) of the beneficial owners and the proxy shall be
furnished with the |
|
| proxy form. |
|
|
| -
The proxy shall produce his original (NIC) at the time of the meeting. |
|
|
| STATEMENT
U/S 160 OF THE COMPANIES ORDINANCE, 1984 |
|
|
| Item 5 |
|
| In
the opinion of the Directors' the financial position of the Company justifies
a bonus issue in the |
|
| ratio
of one share for every ten shares held i.e. 10%. |
|
|
| The
Directors are interested in this business only to the extent of their
entitlement to bonus shares as |
|
| shareholders. |
|
|
| Item 6 |
|
| Approval
is being sought for fixing the remuneration of the Chief Executive and
whole-time working |
|
| Director
of the Company. The Chief Executive and whole-time working Directors are
interested only |
|
| in
the remuneration payable to them. |
|
|
|
| DIRECTORS'
REPORT |
|
|
| It
gives me great pleasure to welcome you to the 35th Annual General Meeting. |
|
|
| The
Directors have pleasure in submitting their report together with the audited
accounts of the |
|
| Company
for the year ended June 30, 2000. |
|
|
| FINANCIAL
RESULTS |
|
Rs. (000) |
|
|
| Net
profit for the year before taxation |
|
75,729 |
|
| Taxation |
|
|
40,564 |
|
|
|
|
------------------ |
|
| Profit
after taxation |
|
35,165 |
|
| Unappropriated
profit brought forward |
|
1,594 |
|
|
|
|
------------------ |
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| Profit
available for appropriation |
|
36,759 |
|
|
|
|
|
|
| Appropriations: |
|
|
| -
Cash dividend @ 10% |
|
17,324 |
|
| -
Bonus shares @ 10% |
|
17,324 |
|
|
|
|
------------------ |
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|
|
|
34,648 |
|
|
|
|
------------------ |
|
| Unappropriated
profit carried forward |
|
2,111 |
|
|
========== |
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|
| REVIEW
OF OPERATIONS |
|
| The
net sales of your Company were Rs. 1,139.7 million (1999: Rs. 845.9 M) for
the year under |
|
| review
registering a 35% increase over the previous year. This was essentially due
to the outstanding |
|
| work
done by all the employees of Searle Pakistan in every area of activity. We
continued to focus |
|
| heavily
on key areas and this yielded positive results. Some prominent new products
launched were: |
|
|
| 1) Arthrotec 50 |
|
- NSAID |
|
| 2) Norgesic |
|
- Muscle Relaxant |
|
| 3)
Gallina Blanca |
- Soups |
|
| 4)
Cordarone 100 |
- Anti-Arrhythmic |
|
|
| Profit
before tax was Rs. 75.729 million (1999: Rs.,25.8 M) and which again
reflected high quality |
|
| work
on an all round basis. We have at the time of writing received price increase
from the Government |
|
| which
was long over due and which will in some way assist us in overcoming the
adverse impact of |
|
| Pak
Rupee devaluation and the inflationary pressures. |
|
|
| Your
Company continues to grow at a rate, which is very satisfactory, and enable
us to be m the top |
|
| 10
companies in the Pharmaceutical Industry. We can assure you in no uncertain
terms, we will |
|
| endeavour
to remain in the top tier of the healthcare industry. |
|
|
| DIRECTORS |
|
| We
welcome Mr. James lrwin as Director, elected in place of Mr. A.W. Rahi who
has resigned. |
|
|
|
| PATTERN
OF SHAREHOLDING |
|
| The
pattern of holding of shams is shown on page 39. |
|
|
| AUDITORS |
|
| The
Company has received a notice from a member under section 253(1) of the
Companies Ordinance, |
|
| 1984
proposing M/s. Husain Rahman, Chartered Accountants for appointment as
auditors of the |
|
| company. |
|
|
| On
behalf of the Board of Directors, I would like to take this opportunity of
placing on record my |
|
| deep
appreciation to the staff and management of your Company for their efforts,
dedication and |
|
| loyalty,
which made these results possible. |
|
|
| Karachi: |
|
|
TARIQ ISMAIL |
|
| November
14, 2000 |
|
Chief Executive |
|
|
|
|
|
|
|
| STATISTICAL
SUMMARY |
|
|
|
|
1993 |
1994 |
1995* |
1995-96 |
1996-97 |
1997-98 |
1998-99 |
1999-00 |
|
|
|
|
(Rupees in
thousand) |
|
| ASSETS
EMPLOYED |
|
|
|
| Tangible
fixed assets |
95,642 |
130,946 |
139,905 |
143,189 |
246,793 |
235,174 |
223.92 |
158,485 |
|
| Intangible
fixed assets |
-- |
39,083 |
35,083 |
30,606 |
33,697 |
40,699 |
95,749 |
85,799 |
|
| Long-term
loans, deposits |
|
|
|
| & prepayments |
|
3,869 |
17,709 |
18,160 |
26,299 |
30,064 |
10,197 |
9,718 |
120912 |
|
| Long-term
investment |
-- |
-- |
-- |
-- |
-- |
200,000 |
200,000 |
200,000 |
|
| Net
current assets |
72,575 |
28,543 |
56,130 |
98,075 |
224,064 |
91,561 |
130,886 |
247,718 |
|
|
|
------------------ |
------------------ |
------------------ |
------------------ |
------------------ |
------------------ |
------------------ |
------------------ |
|
| Total
assets employed |
1720086 |
216,281 |
249,278 |
298,169 |
534,618 |
577,631 |
660,270 |
704,914 |
|
|
|
========== |
========== |
========== |
========== |
========== |
========== |
========== |
========== |
|
|
| FINANCED BY |
|
| Share capital |
|
80,040 |
92,046 |
105,853 |
105,853 |
121,731 |
139,991 |
157,489 |
173,238 |
|
| Reserves and |
|
|
| unappropriated
profit |
73,409 |
94,021 |
112,520 |
174,600 |
183,942 |
187,450 |
161,594 |
163,686 |
|
|
|
------------------ |
------------------ |
------------------ |
------------------ |
------------------ |
------------------ |
------------------ |
------------------ |
|
| Shareholder's
equity |
153,449 |
186,067 |
218,373 |
280,453 |
305,673 |
327,441 |
319,083 |
336,924 |
|
| Long-term
and deferred liabilities |
18,637 |
30,214 |
30,905 |
17,716 |
228,945 |
250,190 |
341,187 |
367,990 |
|
|
|
------------------ |
------------------ |
------------------ |
------------------ |
------------------ |
------------------ |
------------------ |
------------------ |
|
| Total
capital employed |
172,086 |
216,281 |
249,278 |
298,169 |
534,618 |
577,631 |
660,270 |
704,914 |
|
|
========== |
========== |
========== |
========== |
========== |
========== |
========== |
========== |
|
|
|
|
| TURNOVER
AND PROFITS |
|
| Net sales |
|
373,396 |
452,281 |
284,222 |
648,240 |
663,466 |
823,590 |
845,867 |
11,395 |
|
| Profit before tax |
68,252 |
72,334 |
26,831 |
88,571 |
64,515 |
74,375 |
25,819 |
75,729 |
|
| Profit after tax |
|
42,952 |
46,425 |
32,306 |
93,836 |
43,480 |
40,855 |
7,392 |
35,165 |
|
|
| PROFIT
AFTER TAX: |
|
|
|
(Percentage) |
|
|
| % of sales |
|
11.50 |
10.26 |
11.37 |
14.48 |
6.55 |
4.96 |
0.87 |
3.09 |
|
| %
of capital employed |
24.96 |
21.47 |
12.96 |
31.47 |
8.13 |
7.07 |
1.12 |
4.99 |
|
|
| DIVIDENDS
& BONUS: |
|
|
|
(Percentage) |
|
|
| Dividends |
|
15 |
15 |
-- |
30 |
15 |
12.5 |
10 |
10 |
|
| Bonus |
|
15 |
15 |
-- |
15 |
15 |
12.5 |
10 |
10 |
|
|
| *
six months period ended June 30, 1995. |
|
|
|
| AUDITORS'
REPORT TO THE MEMBERS |
|
|
| We
have audited the annexed balance sheet of Searle Pakistan Limited as at June
30, 2000 and the |
|
| related
profit and loss account, cash flow statement and statement of changes in
equity 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 purposes 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, cash flow statement and statement
of changes |
|
| in
equity 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,
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, 2000 and of the profit, its cash
flows and |
|
| changes
in equity 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. |
|
|
|
| November
14, 2000 |
|
Khalid Majid Husain Rahman |
|
| Karachi: |
|
|
Chartered Accountants |
|
|
|
| Balance
Sheet as at June 30, 2000 |
|
|
|
|
Note |
2000 |
1999 |
|
|
|
Rupees '000 |
|
|
| SHARE
CAPITAL AND RESERVES |
|
|
|
|
| Authorised
capital |
|
|
|
| 20,000,000
(1999: 20,000,000) |
|
|
|
| ordinary
shares of Rs. 10 each |
|
|
200,000 |
200,000 |
|
|
|
|
========== |
========== |
|
|
|
|
|
|
| Issued,
subscribed and paid-up capital |
3 |
173,238 |
157,489 |
|
| Reserves |
|
|
163,686 |
161,594 |
|
|
|
|
------------------ |
------------------ |
|
|
|
|
336,924 |
319,083 |
|
|
| LONG-TERM
FINANCE |
|
4 |
320,222 |
282,112 |
|
|
|
|
|
| LIABILITIES
AGAINST ASSETS SUBJECT |
|
|
| TO
FINANCE LEASES |
|
5 |
26,355 |
39,615 |
|
|
|
|
|
| DEFERRED
LIABILITIES |
|
| Deferred
taxation |
|
6 |
14,696 |
12,132 |
|
| Staff
retirement gratuity |
|
7 |
4,495 |
3,996 |
|
|
|
|
------------------ |
------------------ |
|
|
|
|
19,191 |
16,128 |
|
|
|
|
|
| DEFERRED
INCOME |
|
8 |
2,222 |
3,332 |
|
|
|
| CURRENT
LIABILITIES |
|
|
|
| Current
portion of long-term finance |
4 |
22,707 |
17,438 |
|
| Current
portion of liabilities against |
|
|
| assets
subject to finance leases |
|
5 |
21,194 |
19,467 |
|
| Short-term
finances |
|
9 |
254,496 |
256,487 |
|
| Creditors,
accrued and other liabilities |
10 |
271,476 |
232,696 |
|
| Proposed
dividend |
|
|
17,324 |
15,749 |
|
|
|
|
------------------ |
------------------ |
|
|
|
|
587,197 |
541,837 |
|
| CONTINGENCIES |
|
11 |
|
|
------------------ |
------------------ |
|
|
|
1,292,111 |
1,202,107 |
|
|
|
|
========== |
========== |
|
|
|
|
|
| The
annexed notes form an integral part of these financial statements. |
|
|
| TANGIBLE
FIXED ASSETS |
|
| Operating
assets |
|
12 |
134,713 |
185,915 |
|
| Capital
work-in-progress |
|
13 |
23,772 |
38,002 |
|
|
|
|
|
------------------ |
------------------ |
|
|
|
158,485 |
223,917 |
|
|
|
|
|
|
|
| INTANGIBLE
FIXED ASSETS |
|
14 |
85,799 |
95,749 |
|
| LONG-TERM
INVESTMENT |
|
15 |
200,000 |
200,000 |
|
| LONG-TERM
LOANS |
|
16 |
4,288 |
1,494 |
|
| LONG-TERM
DEPOSITS |
|
|
8,624 |
8,224 |
|
|
| CURRENT
ASSETS |
|
|
|
| Stores
and spares |
|
|
8,901 |
7,180 |
|
| Stocks |
|
|
17 |
146,670 |
136,526 |
|
| Trade debts |
|
|
18 |
425,748 |
388,951 |
|
| Short-term
loans and advances |
|
19 |
6,411 |
6,505 |
|
| Deposits,
prepayments and other receivables |
20 |
80,281 |
47,219 |
|
| Taxation
- payment less provision |
|
88,345 |
79,476 |
|
| Cash
and bank balances |
|
21 |
78,559 |
6,866 |
|
|
|
|
------------------ |
------------------ |
|
|
|
|
834,915 |
672,723 |
|
|
|
|
------------------ |
------------------ |
|
|
|
1,292,111 |
1,202,107 |
|
|
|
|
========== |
========== |
|
|
|
TARIQ ISMAIL |
|
RASHID ABDULLA |
|
|
Chief Executive |
|
Director |
|
|
|
|
|
| PROFIT
AND LOSS ACCOUNT |
