Wyeth Pakistan Annual Report 2018 1

Download as pdf or txt
Download as pdf or txt
You are on page 1of 89

Mission, Vision And Values

Mission Values

4 Customer Focus: We are deeply


Our mission is to apply science and our committed to meeting the needs of our
global resources to improve health and well- customers, and we constantly focus on
being at every stage of life. customer satisfaction.
4 Community: We play an active role
in making every community in which
Vision we operate - a better place to live and
work knowing that its ongoing vitality
has a direct impact on the long term
Working together for a healthier world. health of the business.
4 Respect for People: We recognize that
people are a cornerstone of our success.
Our Commitments
We value our diversity as a source of
strength and are proud of our history
We are committed to: of treating employees with respect and
dignity.
4 Performance: We strive for continuous
4 Advance wellness, prevention, improvement in our performance,
treatments and cures. measuring results carefully and
ensuring that integrity and respect for
people are never compromised.
4 Collaboration: We know that to be a
4 Bring the best scientific minds together successful company we must work
to challenge the most feared diseases together, frequently transcending
organizational and geographic
of our time. boundaries to meet the changing needs
of our customers.
4 Leadership: We believe that leaders
4 Set the standard for quality, safety and empower those around them by sharing
knowledge and rewarding outstanding
value of medicines.
individual effort. We are dedicated to
providing opportunities for leadership
at all levels in our organization.
4 Promote curiosity, inclusion and a 4 Innovation: Innovation is the key to
passion for our work. improving health and sustaining our
growth and profitability.
4 Quality: Quality is ingrained in the
work of our colleagues and all our
4 Be a leading voice for improving values. We are dedicated to the delivery
everyone's ability to have reliable and of quality healthcare. Our business
practices and processes are designed
affordable health care. to achieve quality results that exceed
the expectations of all of our
stakeholders.
4 Maximize our financial performance 4 Integrity: We demand of ourselves
and others the highest ethical standards,
so we can meet our commitments to and our product and processes will be
all who rely on us. of the highest quality.
CONTENTS

Company Information ......................................................... 1

Key Operating and Financial Data of Six Years .................. 2

Performance at a Glance ..................................................... 3

Notice of Annual General Meeting ................................ 4-11

Directors’ Report to Shareholders ............................... 12-23

Chairman's Report on Board's Overall Performance ... 24-25

Statement of Compliance with the


Code of Corporate Governance ................................... 26-27

Review Report to the Members on


Statement of Compliance with the
Code of Corporate Governance ........................................ 28

Auditors’ Report to the Members ................................ 29-33

Statement of Financial Position ........................................ 34

Statement of Profit or Loss ................................................ 35

Statement of Comprehensive Income .................................36

Statement of Cashflows ..................................................... 37

Statement of Changes in Equity ....................................... 38

Notes to and forming part of the Financial Statements ... 39-76

Six Years at a Glance ........................................................ 77

Pattern of Shareholding .................................................... 78

Categories of Shareholders ............................................... 79

Form of Proxy - 70th Annual General Meeting


COMPANY INFORMATION
BOARD OF DIRECTORS
Iftikhar Soomro Chairman
S. M. Wajeehuddin Chief Executive
M. Z. Moin Mohajir
Badaruddin F. Vellani
Iqbal Bengali
Syed Zakwan Ahmed
Shoaib Mir
COMPANY SECRETARY
Tafazzul Khan
CHIEF FINANCIAL OFFICER
Kashif Shafi
AUDIT COMMITTEE
M.Z. Moin Mohajir Chairman
Iftikhar Soomro
Badaruddin F. Vellani
HUMAN RESOURCES AND REMUNERATION COMMITTEE
M.Z. Moin Mohajir Chairman
Badaruddin F. Vellani
Iftikhar Soomro
S. M. Wajeehuddin
EXECUTIVE COMMITTEE
S. M. Wajeehuddin Chairman
Syed Zakwan Ahmed
SHARE TRANSFER COMMITTEE
S. M. Wajeehuddin Chairman
M.Z. Moin Mohajir
Syed Zakwan Ahmed
BANKERS
Citibank, N.A.
Standard Chartered Bank (Pakistan) Limited
AUDITORS
KPMG Taseer Hadi & Co.
Chartered Accountants
LEGAL ADVISORS
Vellani & Vellani
Orr, Dignam & Co.
Mohammad Mitha
SHARE REGISTRAR
THK Associates (Pvt.) Ltd.
1st Floor, 40-C, Block-6 P.E.C.H.S., Karachi - 75400
UAN: 021 111-000-322, Fax 021-34168271
HEAD OFFICE / REGISTERED OFFICE
Room No. 002 & 003, PGS Admin Block, First Floor, B-2, S.I.T.E., Karachi.
Ph. # 92-21-32570621-5 Fax # 92-21-32331045-32577023
Website: www.wyethpakistan.com
Note: These accounts are also available on our website.

1
KEY OPERATING AND FINANCIAL DATA OF SIX YEARS
KEY INDICATORS 2013 2014 2015 2016 2017 2018
(Restated)
Operating results (Rs. in millions)
Net sales 3,116 3,055 2,675 2,771 1,829 1,192
Gross profit 585 459 342 507 372 207
Operating profit / (loss) 57 (13) 82 196 1,357 52
Profit / (loss) before tax 57 (14) 81 195 1,355 24
Profit / (loss) after tax 17 (85) 32 113 980 (11)

Financial position (Rs. in millions)


Shareholder's equity 1,207 1,093 1,141 1,225 1,712 1,268
Property, plant & equipment 208 264 382 17 7 13
Net current assets 954 800 738 1,178 1,699 1,242

Profitability
Gross profit % 18.78 15.02 12.79 18.28 20.34 17.32
Operating profit / (loss) % 1.82 (0.42) 3.08 7.08 74.20 4.40
Profit / (loss) before tax % 1.82 (0.45) 3.04 7.03 74.08 2.03
Profit / (loss) after tax % 0.54 (2.77) 1.20 4.07 53.58 (0.93)

Performance
Fixed assets turnover Times 14.98 11.56 7.00 * 7.81 275.09 88.42
Avg. inventory holding period Days 143 120 114 125 192 163
Average collection period Days 10 8 5 4 7 8
Return on equity % 1.39 (7.73) 2.81 9.21 57.25 (0.88)

Liquidity
Current Times 2.91 2.47 2.34 2.58 2.97 3.94
Quick Times 1.06 0.94 1.10 1.36 2.24 3.32

Valuation
Earnings / (loss) per share Rs. 11.82 (59.48) 22.52 79.36 689.36 (7.82)
Book value per share Rs. 849.80 769.05 802.44 861.37 1,204.03 891.96
Dividend per share Rs. 20.00 - 20.00 35.00 600.00 50.00
Price earning ratio Times 432.65 - 103.01 53.47 2.34 (141.17)

* Based on total value of Plant & Machinery inclusive of Assets held for sale

2
PERFORMANCE AT A GLANCE

NET SALES & GROSS PROFIT ANALYSIS EARNINGS / (LOSS) PER SHARE
800
3,500
3,055 689
3,000 2,675 2,771
600
RUPEES IN MILLION

2,500
1,829
2,000 400

RUPEES
1,192
1,500
1,000 200
459 342 507 372 79
500 207 23
0
0 -7.82
2014 2015 2016 2017 2018 -59

Net Sales Gross Profit -200


2014 2015 2016 2017 2018

CURRENT RATIO SHAREHOLDERS’ EQUITY


5.0
2,000
1,712
RUPEES IN MILLION

4.0 3.9
1,500 1,268
1,225
3.0
3.0 1,141
TIMES

1,093
2.5 2.6
2.3 1,000
2.0

1.0 500

0.0 0
2014 2015 2016 2017 2018 2014 2015 2016 2017 2018

3
NOTICE OF ANNUAL GENERAL MEETING

NOTICE is hereby given that the 70th Annual General Meeting of Wyeth Pakistan Limited
("Company") will be held at the Council Hall, Overseas Investors Chamber of Commerce & Industry
(OICCI), Chamber of Commerce Building, Talpur Road, Karachi, at 11:30 a.m. on Thursday
March 28, 2019 to transact the following business:

ORDINARY BUSINESS

1. (a) To receive, consider and adopt the Audited Financial Statements of the Company for
the year ended November 30, 2018 together with the Directors' and Auditors' Reports
thereon.

(b) To consider, approve and authorize the payment of final dividend for the year ended
November 30, 2018. The Directors have recommended the payment of a final dividend
of 50%, that is, Rs.50 per share of Rs.100 each, for the year ended November 30, 2018
payable to those Members whose names appear on the Register of Members as at the
close of business on March 20, 2019.

2. To appoint Auditors for the year ending November 30, 2019 and to authorize the Board to fix
their remuneration.

3. To transact any other business with permission of the Chair.

By Order of the Board

Tafazzul Khan
Company Secretary
Karachi: March 05, 2019

Notes:
1. The Share Transfer Books of the Company will remain closed from Thursday, March 21, 2019
to Thursday, March 28, 2019 (both days inclusive). The Members whose names appear on the
Register of Members as on March 20, 2019 shall be entitled to attend and vote at the AGM.

2. A member entitled to attend, speak and vote at the above meeting shall be entitled to appoint
another member, as his/her proxy to attend, demand or join in demanding a poll, speak and
vote instead of him/her. A proxy so appointed shall have such rights, as respects attending,
speaking and voting at the meeting as are available to a member. A proxy must be a member
of the Company. 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. In case of a corporate entity which is a member of the Company, the Board of Directors'
resolution/power of attorney with specimen signature shall be required to be submitted along
with proxy form to the Company.

4
4. Members (Non-CDC) are requested to promptly communicate (and in any event before the
first day of book closure) any change in their addresses and submit, if applicable to them, the
non-deduction of Zakat Form CZ-50 with the Company's Share Registrar, THK Associates
(Pvt.) Limited, 1st Floor, 40-C, Block-6, P.E.C.H.S., Karachi-75400 or update their address
and Zakat status with their Participant/CDC Investor Account Services which maintains their
CDC account in case of electronic shares.

5. CDC Account Holders will further have to follow the under mentioned guidelines as prescribed
in Circular 1 dated 26 January 2000 issued by the Securities and Exchange Commission of
Pakistan:

A. For Attending the Meeting:

i) 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 authenticate his/her identity by showing his/her original CNIC or
original passport at the time of attending the meeting.

ii) 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 Proxies:

i) 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.

ii) The proxy form shall be witnessed by two persons whose names, addresses and CNIC
numbers shall be mentioned on the form.

iii) Attested copies of CNIC or the passport of the beneficial owners and the proxy shall be
furnished with the proxy form.

iv) The proxy shall produce his/her original CNIC or original passport at the time of the
meeting.

v) In case of corporate entity, the Board of Directors' resolution/power of attorney with


specimen signature shall be submitted (unless it has been provided earlier) along with
proxy form to the Company.

6. The shareholders holding physical shares are also required to bring their original CNIC and
attested copy of CNIC of shareholder(s) of whom he/she/they hold proxy(ies) without which
such shareholder(s) shall not be allowed to attend and/or sign the Register of
Shareholders/Members at the AGM.

7. A copy of the accounts of the Company for the year ended November 30, 2018 is also available
on the Company's website: www.wyethpakistan.com

5
8. Payment of Cash Dividend Electronically

The Securities and Exchange Commission of Pakistan (SECP) had earlier initiated e-dividend
mechanism through its letter No: 8(4)SM/CDC/2008 dated April 05, 2013. The Companies
Act, 2017 also now provides in Section 242 that any dividend payable in cash shall only be
paid through electronic mode directly into the bank account designated by the entitled
shareholders. As such, the Company will only be able to make payment of cash dividend to
its shareholder through electronic mode. Therefore shareholders are advised that in order for
them to receive their dividends through electronic mode, the details of their bank mandate
specifying: (i) title of account, (ii) account number, (iii) bank name, (iv) branch name, code
and address be provided as soon as possible, to the Share Registrar of the Company, THK
Associates (Pvt.) Limited, 1st Floor, 40-C, Block-6, P.E.C.H.S., Karachi-75400.
.
9. As regards deduction of withholding tax on the amount of dividend:

i) The Government of Pakistan through Finance Act, 2017, effective 1 July, 2017 has made
certain amendments in Section 150 of the Income Tax Ordinance, 2001 whereby different
rates are prescribed for deduction of withholding tax on the amount of dividend paid by
the companies. These tax rates are as under:

(a) For filers of income tax returns 15.0%


(b) For non-filers of income tax returns 20.0%

To enable the Company to make a tax deduction on the amount of dividend @ 15.0%
instead of 20.0%, all the shareholders whose names are not entered into the Active Tax-
payers List (ATL) provided on the website of FBR, despite the fact that they are filers,
are advised to make sure that their names are entered into ATL before the date for
payment of the cash dividend i.e. April 10, 2019 otherwise tax on their cash dividend
will be deducted @20.0% instead @15.0%.

(ii) As per FBR Circulars C. No.1 (29) WHT/2006 dated 30 June, 2010 and C. No.1 (43)
DG (WHT)/2008-Vol. II-66417-R dated 12 May 2015, a valid exemption certificate is
mandatory to claim exemption of withholding tax under section 150 of the Income Tax
Ordinance, 2001 (tax on dividend amount) where the statutory exemption under clause
47B of part-IV of Second Schedule is available. Shareholders who fall in the aforementioned
category and wish to avail exemption under Section 150 of the Income Tax Ordinance
2001, must provide valid Tax Exemption Certificate to our Share Registrar THK Associates
(Pvt) Limited, 1st Floor, 40-C, Block-6, P.E.C.H.S., Karachi-75400 before the first day
of book closure otherwise tax will be deducted on dividend as per applicable rates.

(iii) Further, the Federal Board of Revenue (FBR) has clarified that withholding tax will be
determined separately on 'Filer/Non-Filer' status of Principal shareholder as well as joint-
holder (s) based on their shareholding proportions, in case of joint accounts.

Accordingly, shareholders who hold shares jointly are requested to provide shareholding
proportions of Principal shareholder and Joint-holder(s) in respect of shares held by
them (only if not already provided) to the Company's Share Registrar, THK Associates
(Pvt) Limited, 1st Floor, 40-C, Block-6, P.E.C.H.S., Karachi-75400 in writing within
10 days of this notice; otherwise it will be assumed that the shares are equally held by
Principal shareholder and Joint Holder(s).

iv) For any query/problem/information, the investors may contact the Company's Registrar,
THK Associates (Pvt.) Limited, 1st Floor, 40-C, Block-6, P.E.C.H.S., Karachi-75400,
at the following phone number (021) 111-000-322, (021) 34168266-68-70 or email
address [email protected].

6
v) The corporate shareholders having CDC accounts are required to have their NTN updated
with their respective participants, whereas corporate physical shareholders should send
a copy of their NTN certificate to the Company's Registrar, THK Associates (Pvt.)
Limited, 1st Floor, 40-C, Block-6, P.E.C.H.S., Karachi-75400. The shareholders while
sending NTN or NTN certificates, as the case may be, must quote the Company's name
and their respective folio numbers.

10. Circulation of Annual Audited Accounts and Notice of AGM through E-mail, CD or DVD
or USB

We are pleased to inform shareholders that the Securities and Exchange Commission of Pakistan
has under and pursuant to SRO No. 787(I)/2014 dated 8 September, 2014 and SRO 470(I)
dated 31 May, 2016 permitted companies to circulate their annual balance sheet and profit and
loss accounts, auditor's report and directors' report etc. ("Annual Audited Accounts") along
with the notice of annual general meeting ("AGM Notice"), to its shareholders by email, CD
or DVD or USB. Shareholders of the Company who wish to receive Notice and Annual Audited
Accounts in the future by email, CD or DVD or USB are requested to provide the completed
Form that shall be available on the company's website www.wyethpakistan.com, to the
Company's Share Registrar, Central Depository Company of Pakistan Limited, Company
Secretary.

Members are also required to intimate any change in their registered email addresses in a timely
manner to ensure effective communication by the Company.

11. Video Conferencing facility:

In terms of SECP Circular No. 10 of 2014 dated 21 May, 2014 read together with the provisions
contained in Section 134(1)(b) of the Companies Act, 2017, members of the Company may
also attend and participate in the AGM through video conference facility in a city other than
Karachi, if members residing outside Karachi, collectively holding 10% or more shareholding
and residing at a geographical location, request in writing, to participate in the AGM through
video conference at least 10 (ten) days prior to the date of the AGM.

After receiving the members request as above, the Company shall arrange video conference
facility and will intimate members regarding the venue of the video conference facility at least
5 (five) days prior to the date of the AGM.

7
8
9
10
11
DIRECTORS’ REPORT TO SHAREHOLDERS
We are pleased to present your Company's Annual Report together with the audited financial
statements for the year ended November 30, 2018.

The Company is primarily engaged in import, marketing, distribution and sale of research based
pharmaceutical products.

Operating Results

The summarized operating results of your Company for the year ended November 30, 2018 are as
follows:
Rupees in ‘000
Sales 1,192,352
Gross Profit 206,510
Profit before tax 24,196
Loss after tax (11,118)

The (loss) / earning per share of your Company for the year ended November 30, 2018 is Rupees
(7.82) [2017: 689.36].

Sales for the year under review have increased by Rs. 66 million (6%) as compared to last year.
Domestic sales growth has been very healthy, at 16%, mainly due to strong contributions from the
products like Myrin, and Enbrel which are now back on promotion. Tazocin, which was unavailable
for over two years, also contributed to the sales growth. Unfortunately lower exports of Myrin
diluted this strong local performance.

Gross profit increased by 13% over last year, surpassing the 6% growth in sales. This is mainly
due to better product mix, and an efficient operation, post divestiture of the plant and some non-
core brands to ICI. Our gross profit would have been even better, but the Company had to absorb
cost of inventory write off due to obsolescence. Operating expenses during the year have reduced
by 12% over last year mainly due to operational efficiencies, and lower restructuring costs. The
Company was also able to realize higher profits on surplus funds resulting from better cash flows.
However, exchange losses due to unprecedented depreciation of local currency almost nullified the
impact. After accounting for all these factors, the Company reported profit before tax of Rs. 24
million which compares very favorably with a loss of Rs. 29 million last year. However despite
the profit before tax, the Company has reported a loss after tax in view of tax charge under presumptive
tax regime.

Regulatory transfer for market authorizations of brands and manufacturing license of the plant to
ICI Pakistan has been approved by the Drug Regulatory Authority of Pakistan (DRAP) during the
current year.

Future Outlook

Currently, the principal challenge faced by the Government in the macroeconomic environment is
the poor performance on Balance of Trade and Balance of Payment, resulting in the Pakistani Rupee
coming under pressure and depreciating by over 25% during the year under report. In addition
inflation has also increased in the last six months of the year, partially due to increasing oil prices
together with rupee devaluation. Measures to manage the external account may instigate further
devaluation of Pakistan Rupee (PKR) and stringent fiscal and monetary policy, resulting in decelerated
growth in the coming year. Due to the pressure on FX Reserves and devaluation of currency, inflation
and interest rates may also further increase.

12
The factors discussed above may impact the business environment in general, and pharmaceuticals
in particular. However, recent progress in the pricing regime of pharmaceutical products is a positive
factor; new pricing policy provides reasonable framework for adjustment in prices on account of
inflation, as well as for hardship cases. In addition, Government has also granted a one-time
adjustments in prices to somewhat address the adverse impact of devaluation of PKR. These steps
facilitate a predictable business environment which results in investment and growth and we
appreciate the efforts of the Government for moving in the right direction.

We are confident that with the implementation of new pricing policy, with timely resolution of
hardship cases, and fair implementation of IPR regime, your company will register healthy volume
growth and report improved performance in the top-line as well as the bottom-line in the coming
years.

Dividend and Transfer to General Reserve

The Directors have proposed dividend @ 50 % (i.e. Rs. 50 per share) as final dividend for the year
2018.

The Directors have also approved transfer of Rs. 400 million to General Reserve.

Holding Company

Wyeth LLC, U.S.A. holds 576,470 (40.55%) shares, and Wyeth Holdings Corporation, U.S.A. (a
100% wholly owned subsidiary of Wyeth LLC,) holds 448,560 (31.55%) shares, in Wyeth Pakistan
Limited, thus the total holding of Wyeth in Wyeth Pakistan Limited is 72.10%. Further, as a result
of the global acquisition of Wyeth by Pfizer Inc., on October 15, 2009, Pfizer Inc. is the ultimate
majority shareholder of Wyeth Pakistan Limited.

Pattern of Shareholding

The shareholding information as at November 30, 2018 and the pattern of shareholding of the
Company are given at pages 78 to 79 of the Annual Report.

Corporate and Financial Reporting Framework

In compliance with the Code of Corporate Governance, we give below statements on Corporate and
Financial Reporting Framework:

a) The financial statements prepared by the management of the Company, present fairly its state
of affairs, the result of its operations, comprehensive income, changes in equity and cash flows.
b) Proper books of account of the Company have been maintained.
c) Appropriate accounting policies have been consistently applied in preparation of the financial
statements, and accounting estimates are based on reasonable and prudent judgment.
d) International Financial Reporting Standards (IFRS), as applicable in Pakistan, have been
followed in the preparation of the financial statements. There has been no departure from IFRS.
e) The system of internal control including the system of internal financial control is sound in
design and has been effectively implemented and monitored.
f) There are no significant doubts upon the Company's ability to continue as a going concern.

13
g) There has been no material departure from best practices of corporate governance, as detailed
in the listing regulations.
h) Key operating and financial data for the last six years (including current period) is set out on
page 2 of the Annual Report.
i) There are certain disputed demands for Income Tax, which have not been accrued or paid.
These have been explained in Note 16 to the Financial Statements on Taxation under the head
of Contingencies and Commitments.
j) The value of investments by the pension, gratuity and provident funds as at 30 November 2018
were as follows:

Name of Fund Unaudited 2018


DB Pension Fund Rs. 90 million
DC Pension Fund Rs. 87 million
Gratuity Fund Rs. 11 million
Provident Fund Rs. 96 million

The value of investments includes accrued interest, and the audit of these funds for 2018 is in
progress.

k) During the year six Board of Directors’ meetings were held and the attendance of Directors
at those meetings was as follows:

Name No. of Meetings Attended


Mr. Iftikhar Soomro 6
Mr. S. M. Wajeehuddin 6
Mr. Husain Lawai * 2
Mr. Badaruddin F. Vellani 6
Mr. M. Z. Moin Mohajir 5
Mr. Iqbal Bengali 4
Syed Zakwan Ahmed 6

* Mr. Husain Lawai ceased to be the Director of the Company w.e.f. August 31, 2018

l) All Board members have the necessary qualifications and experience and are fully conversant
with their duties and responsibilities required under the Code of Corporate Governance. The
Board is compliant with the training requirement and the criteria as prescribed in the Code of
Corporate Governance.

Performance Evaluation

Annual evaluation of the Board's performance is carried out in accordance with the requirements
of the Code of Corporate Governance. For this purpose, the Pakistan Institute of Corporate Governance
(PICG) has been engaged to provide Board Evaluation Services.

14
Risk Management

Risk management process, affected by the Board of Directors, management and other colleagues,
is conducted at strategic and at multiple levels across the Company. This is designed to identify
potential events that may affect the Company, and manage such risks, to provide reasonable assurance
regarding the achievement of Company's objectives.

The key areas that can impact the operations of the Company include pricing of pharmaceutical
products, currency devaluation, and disruption in supplies. Since the prices for medicines are highly
regulated, the prices cannot be increased in line with the significant increase in costs due to the
devaluation of PKR, therefore the profits of the Company are subject to significant risks and
uncertainties based on the pricing decision from DRAP for pharmaceutical products.

The Company is closely monitoring the impact of these risks and will take all necessary measures
to ensure no further adverse impact on the Company's profits is attracted.

Directors trading in company's shares

No trade in the shares of the Company was carried out by any Directors, Chief Executive Officer,
Chief Financial Officer and Company Secretary, their spouses and minor children.

Related Party Transactions

All related party transactions during the year were approved by the Board and the details of all such
transactions were placed before the Audit Committee. The Company maintains a full record of all
such transactions, along with the terms and conditions of these transactions.

Capital Expenditure

Capital expenditure of Rs. 12.14 million was made during the year under review in respect of motor
vehicles.

Defaults in payments

There were no defaults in payment of any debts falling due during the current year.

Environment, Health and Safety

Being a trading company, our business does not have any adverse impact on the environment. We
also provide safe working environment for all employees and contractors, visitors and other
stakeholders.

Subsequent Events

No material changes or commitments affecting the financial position of the Company have taken
place between the end of the financial year and the date of this report.

Directors

Since the last election of Board of Directors held on April 27, 2017, following changes to the Board
were made:

15
Dr. Farid Khan resigned as Chief Executive on December 01, 2017 and in his place Mr. S. M.
Wajeehuddin was appointed as Chief Executive on December 01, 2017.

During the year 2018, Dr. Farid Khan ceased to be the Director of the Company w.e.f. January 15,
2018 and Syed Zakwan Ahmed was appointed as Director on the Board w.e.f. February 19, 2018
in his place. Further, Mr. Husain Lawai also ceased to be a Director of the Company w.e.f. August
31, 2018 and Mr. Shoaib Mir was appointed as Director on the Board w.e.f. November 15, 2018
in his place.

Currently, the Board of Directors consists of seven male Directors and current composition of the
Board is as follows:

Mr. Iftikhar Soomro Chairman/Non-Executive Director


Mr. S. M. Wajeehuddin Chief Executive/Executive Director
Mr. M. Z. Moin Mohajir Independent Director
Mr. Shoaib Mir Non-Executive Director
Mr. Badaruddin F. Vellani Non-Executive Director
Mr. Iqbal Bengali Non-Executive Director
Syed Zakwan Ahmed Executive Director

The Company pays a fee for attending the Company's Board meetings to the Non-Executive and
Independent Directors. The fee is determined with regard to the Company's need to maintain
appropriately experienced and qualified Board members.

Audit Committee

The terms of reference of the Audit Committee have been determined by the Board of Directors
in accordance with the guidelines provided in the Code of Corporate Governance. The current Audit
Committee consists of three members, Mr. M. Z. Moin Mohajir (Chairman), Mr. Iftikhar Soomro
and Mr. Badaruddin F. Vellani. The Committee held four meetings during the year. Attendance of
members in those meetings is as follows:

Name No. of Meetings Attended


Mr. M. Z. Moin Mohajir 4
Mr. Iftikhar Soomro 4
Mr. Badaruddin F. Vellani 4

Human Resources and Remuneration Committee

The Human Resources and Remuneration Committee was reconstituted on February 28, 2018 and
one meeting was held during the year. The members of the committee are as follows:

16
Mr. M. Z. Moin Mohajir
Mr. Badaruddin F. Vellani
Mr. Iftikhar Soomro
Mr. S. M. Wajeehuddin

Share Transfer Committee

The composition of the Share Transfer Committee is as follows:

Mr. S.M. Wajeehuddin (Chairman)


Mr. M. Z. Moin Mohajir
Syed Zakwan Ahmed

Auditors

The present Auditors, KPMG Taseer Hadi & Co., Chartered Accountants, retire at the conclusion
of the forthcoming Annual General Meeting and, being eligible, have offered themselves for re-
appointment. The Board of Directors endorses the recommendation of the Audit Committee for the
re-appointment of KPMG Taseer Hadi & Co., Chartered Accountants, as auditors of the Company
for the financial year ending November 30, 2019 till the conclusion of the AGM to be held in 2020
at remuneration to be determined by the Board of Directors.

Corporate Governance

A statement of compliance with the Code of Corporate Governance is attached with this report.

Note of thanks

We are thankful to all our colleagues for their sincere and steady efforts during the year and wish
to place on record our appreciation of their dedication and hard work.

By Order of the Board

S. M.Wajeehuddin Iftikhar Soomro


Chief Executive Chairman and Director

Karachi: March 01, 2019

17
18
79 78

19
2

20
21
22
23
Chairman's Report on Board's Overall Performance
(Under Section 192(4) of the Companies Act, 2017)

The Chairman is responsible for leadership of the Board, ensuring that the Board fulfills its
responsibilities, and for reviewing the overall performance of the Board and its effectiveness in
achieving the Company's objectives.

The Board comprises of an appropriate mix of directors in terms of relevant experience. The Directors
have performed their duties diligently and effectively in the best interest of the Company. The
primary objectives of the Board include:

1- Providing strategic direction to the Company and supervising management;


2- Acting in good faith in order to promote the objects of the Company for the benefit of its
members as a whole, and in the best interests of the Company, its employees, the shareholders,
the community and for the protection of the environment;
3- Approval of significant policies and procedures;
4- Establishing a sound system of internal controls; and
5- Approval of budgets and financial results.

Pakistan Institute of Corporate Governance (PICG) has been appointed to carry out the Board
evaluation and is in the process of finalizing.

As per the requirements of the Code of Corporate Governance Regulations, 2017, the Board has
the following committees:

1- AUDIT COMMITTEE:

The Audit Committee plays a key role in maintaining the overall control environment of
the Company. It reviews financial statements and internal audit reports and suggests
implementation of various further improvements in the control environment.

2- HUMAN RESOURCE AND REMUNERATION COMMITTEE:

The committee has developed a policy framework for determining remuneration of directors
(both executive and non-executive directors).

3- SHARE TRANSFER COMMITTEE:

The committee is engaged in the approval of registration, transfer and transmission of


shares held by members in physical form.

Iftikhar Soomro
Chairman
March 01, 2019

24
25
Statement of Compliance with Listed Companies
(Code of Corporate Governance) Regulations, 2017
The Company has complied with the requirements of the Regulations in the following manner:

1. The total number of directors are seven (7) as per the following:
a. Male: 7
b. Female: Nil

2. The composition of the board is as follows:

Category Names
Independent Director Mr. M. Z. Moin Mohajir
Non-Executive Directors Mr. Iftikhar Soomro
Mr. Shoaib Mir
Mr. Badaruddin F. Vellani
Mr. Iqbal Bengali
Executive Directors Syed Zakwan Ahmed
Mr. S. M. Wajeehuddin

3. The directors have confirmed that none of them is serving as a director on more than five listed
companies, including this company.

4. The company has prepared a Code of Conduct and has ensured that appropriate steps have
been taken to disseminate it throughout the company along with its supporting policies and
procedures.

5. The board has developed a vision/mission statement, overall corporate strategy and significant
policies of the company. A complete record of particulars of significant policies along with the
dates on which they were approved or amended has been maintained.

6. All the powers of the board have been duly exercised and decisions on relevant matters have
been taken by board/ shareholders as empowered by the relevant provisions of the Act and
these Regulations.

7. 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 has complied with the requirements of Act
and the Regulations with respect to frequency, recording and circulating minutes of meeting
of board.

8. The board of directors has a formal policy and transparent procedures for remuneration of
directors in accordance with the Act and these Regulations.

9. The Board is compliant with the training requirement and the criteria prescribed in the CCG.

10. Mr. Tafazzul Khan was appointed Company Secretary effective February 28, 2018 in place of
Mr. Kashif Shafi. The board has approved appointment of the Company Secretary including
his remuneration and terms and conditions of employment and complied with relevant
requirements of the Regulations.

26
11. CFO and CEO duly endorsed the financial statements before approval of the board.

12. The board has formed committees comprising of members given below:

a) Audit Committee

Mr. M. Z. Moin Mohajir (Chairman)


Mr. Iftikhar Soomro
Mr. Badaruddin F. Vellani

b) HR and Remuneration Committee

Mr. M. Z. Moin Mohajir (Chairman)


Mr. Badaruddin F. Vellani
Mr. Iftikhar Soomro
Mr. S. M. Wajeehuddin

13. The terms of reference of the aforesaid committees have been formed, documented and advised
to the committee for compliance.

14. The frequency of meetings (quarterly/half yearly/yearly) of the committee were as per following:

a) Audit Committee - Four (4) quarterly meetings during the year ended November 30, 2018.
b) HR and Remuneration Committee - One (1) meeting during the year ended
November 30, 2018.

15. The board has set up an effective internal audit function/ or has outsourced the internal audit
function to EY Ford Rhodes who are considered suitably qualified and experienced for the
purpose and are conversant with the policies and procedures of the Company.

16. The statutory auditors of the company have confirmed that they have been given a satisfactory
rating under the quality control review program of the ICAP and registered with Audit Oversight
Board 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
ICAP.

17. The statutory auditors or the persons associated with them have not been appointed to provide
other services except in accordance with the Act, these regulations or any other regulatory
requirement and the auditors have confirmed that they have observed IFAC guidelines in this
regard.

18. We confirm that all other requirements of the Regulations have been complied with.

__________________ ___________________
S.M. WAJEEHUDDIN IFTIKHAR SOOMRO
Chief Executive Chairman & Director

Karachi: March 01, 2019

27
REVIEW REPORT ON STATEMENT OF COMPLIANCE
CONTAINED IN LISTED COMPANIES
(CODE OF CORPORATE GOVERNANCE) REGULATIONS, 2017
We have reviewed the enclosed Statement of Compliance with the Listed Companies (Code of
Corporate Governance) Regulations, 2017 ("the Regulations") prepared by the Board of Directors
of Wyeth Pakistan Limited ("the Company") for the year ended 30 November 2018 in accordance
with the requirements of regulation 40 of the Regulations.

The responsibility for compliance with the Regulations is that of the Board of Directors of the
Company. Our responsibility is to review whether the Statement of Compliance reflects the status
of the Company's compliance with the provisions of the Regulations and report if it does not and
to highlight any non-compliance with the requirements of the Regulations. A review is limited
primarily to inquiries of the Company's personnel and review of various documents prepared by
the Company to comply with the Regulations.

As a part of our audit of the financial statements we are required to obtain an understanding of the
accounting and internal control systems sufficient to plan the audit and develop an effective audit
approach. We are not required to consider whether the Board of Directors' statement on internal
control covers all risks and controls or to form an opinion on the effectiveness of such internal
controls, the Company's corporate governance procedures and risks.

The Regulations require the Company to place before the Audit Committee, and upon recommendation
of the Audit Committee, place before the Board of Directors for their review and approval, its related
party transactions and also ensure compliance with the requirements of section 208 of the Companies
Act, 2017. We are only required and have ensured compliance of this requirement to the extent of
the approval of the related party transactions by the Board of Directors upon recommendation of
the Audit Committee. We have not carried out procedures to assess and determine the Company's
process for identification of related parties and that whether the related party transactions were
undertaken at arm's length price or not.

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 Company's compliance, in all material respects,
with the requirements contained in the Regulations as applicable to the Company for the year ended
30 November 2018.

Date: 1 March 2019 KPMG Taseer Hadi & Co.


Chartered Accountants
Karachi
KPMG Taseer Hadi & Co., a Partnership firm registered in Pakistan and a member firm of the KPMG network of
Independent member firms affiliated with KPMG International Cooperative (”KPMG International”), a Swiss entity.

28
INDEPENDENT AUDITOR'S REPORT
To the members of Wyeth Pakistan Limited
Report on the Audit of the Financial Statements
Opinion

We have audited the annexed financial statements of Wyeth Pakistan Limited (the Company), which
comprise the statement of financial position as at 30 November 2018, and the statement of profit
or loss, the statement of comprehensive income, the statement of changes in equity, the statement
of cash flows for the year then ended, and notes to the financial statements, including a summary
of significant accounting policies and other explanatory information, 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 the audit.

In our opinion and to the best of our information and according to the explanations given to us, the
statement of financial position, the statement of profit or loss, the statement of comprehensive
income, the statement of changes in equity and the statement of cash flows together with the notes
forming part thereof conform with the accounting and reporting standards as applicable in Pakistan
and give the information required by the Companies Act, 2017 (XIX of 2017), in the manner so
required and respectively give a true and fair view of the state of the Company's affairs as at 30
November 2018 and of the loss and other comprehensive loss, the changes in equity and its cash
flows for the year then ended.

Basis for Opinion

We conducted our audit in accordance with International Standards on Auditing (ISAs) as applicable
in Pakistan. Our responsibilities under those standards are further described in the Auditor's
Responsibilities for the Audit of the Financial Statements section of our report. We are independent
of the Company in accordance with the International Ethics Standards Board for Accountants' Code
of Ethics for Professional Accountants as adopted by the Institute of Chartered Accountants of
Pakistan (the Code), and we have fulfilled our other ethical responsibilities in accordance with the
Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide
a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance
in our audit of the financial statements of the current period. These matters were addressed in the
context of our audit of the financial statements as a whole, and in forming our opinion thereon, and
we do not provide a separate opinion on these matters.

KPMG Taseer Hadi & Co., a Partnership firm registered in Pakistan and a member firm of the KPMG network of
Independent member firms affiliated with KPMG International Cooperative (”KPMG International”), a Swiss entity.

29
Following are the Key audit matters:

S. Key audit matter How the matters were addressed in


No. our audit
1. Revenue Recognition

Refer notes 4.6 & 17 to the financial Our audit procedures in respect of
statements. recognition of revenue, amongst others,
included the following:
Revenue is recognized when significant risks
and rewards of ownership have been l Assessing the appropriateness of the
transferred to the customer. We identified Company's revenue recognition
revenue recognition as a key audit matter accounting policies by comparing with
because there is a potential risk of revenue applicable accounting standards;
being overstated due to revenue transactions
not being recognized in the appropriate period. l Obtaining an understanding of and testing
This could be resulting from the pressure local the design and operating effectiveness
management may feel to achieve performance of controls designed to ensure that
targets. revenue is recognized in the appropriate
accounting period;

l Comparing, on a sample basis, specific


revenue transactions recorded before and
after the reporting date with underlying
documentation to assess whether revenue
has been recognized in the appropriate
accounting period;

l Critically assessing manual journals


posted to revenue to identify unusual or
irregular items; and

l Testing, on a sample basis, invoices and


inspecting credit notes issued subsequent
to year end for accuracy of revenue.
2. Valuation of stock-in-trade
Refer notes 4.2 & 8 to the financial statements. Our audit procedures in respect of valuation
of stock-in-trade, amongst others, included
Stock-in-trade forms a significant part of the the following:
Company's total assets. Stock-in-trade
comprise of raw and packing materials, work l Obtaining an understanding of and
in process and finished goods which are stated assessing the design and testing
net of provision for slow moving and obsolete implementation of management's
stocks. controls over valuation of stock-in-trade
including identification of slow moving
and / or obsolete stock-in-trade and
estimation of NRV;

30
S. Key audit matter How the matters were addressed in
No. our audit
2. Valuation of stock-in-trade

We identified the valuation of stock in- trade l Evaluating and testing, on a sample basis,
as a key audit matter because there is a management's determination of NRV
potential risk of inappropriate valuation as and the key estimates adopted, including
determining an appropriate write-down as a future selling prices and costs necessary
result of net realizable value (NRV) being to make the sales and their basis of
lower than their cost and provisions for slow calculation; and
moving and obsolete stock-in-trade involve
significant management judgment and l Assessing compliance of management's
estimation. policies with regards to provisioning of
slow moving and / or obsolete stock-in-
trade; aging analysis of stock-in-trade
and forecasted sales determined by
management.

Information Other than the Financial Statements and Auditor's Report Thereon

Management is responsible for the other information. The Other Information comprises the information
included in the Annual Report but does not include the financial statements and our auditor's report
thereon.

Our opinion on the financial statements does not cover the other information and we do not express
any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the Other
Information and, in doing so, consider whether the other information is materially inconsistent with
the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially
misstated. If, based on the work we have performed, we conclude that there is a material misstatement
of this Other Information, we are required to report that fact. We have nothing to report in this
regard.

Responsibilities of Management and Board of Directors for the Financial Statements

Management is responsible for the preparation and fair presentation of the financial statements in
accordance with the accounting and reporting standards as applicable in Pakistan and the requirements
of Companies Act, 2017 (XIX of 2017) and for such internal control as management determines
is necessary to enable the preparation of financial statements that are free from material misstatement,
whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Company's ability
to continue as a going concern, disclosing, as applicable, matters related to going concern and using
the going concern basis of accounting unless management either intends to liquidate the Company
or to cease operations, or has no realistic alternative but to do so.

Board of Directors are responsible for overseeing the Company's financial reporting process.

31
Auditor's Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole
are free from material misstatement, whether due to fraud or error, and to issue an auditor's report
that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee
that an audit conducted in accordance with ISAs as applicable in Pakistan will always detect a
material misstatement when it exists. Misstatements can arise from fraud or error and are considered
material if, individually or in the aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with ISAs as applicable in Pakistan, we exercise professional


judgment and maintain professional skepticism throughout the audit. We also:

l Identify and assess the risks of material misstatement of the financial statements, whether due
to fraud or error, design and perform audit procedures responsive to those risks, and obtain
audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk
of not detecting a material misstatement resulting from fraud is higher than for one resulting
from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations,
or the override of internal control.

l Obtain an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company's internal control.

l Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by management.

l Conclude on the appropriateness of management's use of the going concern basis of accounting
and, based on the audit evidence obtained, whether a material uncertainty exists related to
events or conditions that may cast significant doubt on the Company's ability to continue as
a going concern. If we conclude that a material uncertainty exists, we are required to draw
attention in our auditor's report to the related disclosures in the financial statements or, if such
disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit
evidence obtained up to the date of our auditor's report. However, future events or conditions
may cause the Company to cease to continue as a going concern.

l Evaluate the overall presentation, structure and content of the financial statements, including
the disclosures, and whether the financial statements represent the underlying transactions and
events in a manner that achieves fair presentation.

We communicate with the Board of Directors regarding, among other matters, the planned scope
and timing of the audit and significant audit findings, including any significant deficiencies in
internal control that we identify during our audit.

32
We also provide the Board of Directors with a statement that we have complied with relevant ethical
requirements regarding independence, and to communicate with them all relationships and other
matters that may reasonably be thought to bear on our independence, and where applicable, related
safeguards.

From the matters communicated with the Board of Directors, we determine those matters that were
of most significance in the audit of the financial statements of the current period and are therefore
the key audit matters. We describe these matters in our auditor's report unless law or regulation
precludes public disclosure about the matter or when, in extremely rare circumstances, we determine
that a matter should not be communicated in our report because the adverse consequences of doing
so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

Based on our audit, we further report that in our opinion:

a) proper books of account have been kept by the Company as required by the Companies Act,
2017 (XIX of 2017);

b) the statement of financial position, the statement of profit or loss, the statement of comprehensive
income, the statement of changes in equity and the statement of cash flows together with the
notes thereon have been drawn up in conformity with the Companies Act, 2017 (XIX of 2017)
and are in agreement with the books of account and returns;

c) investments made, expenditure incurred and guarantees extended during the year were for the
purpose of the Company's business; and

d) 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.

The engagement partner on the audit resulting in this independent auditor's report is Mohammad
Mahmood Hussain.

Date: 1 March 2019 KPMG Taseer Hadi & Co.


Chartered Accountants
Karachi

33
STATEMENT OF FINANCIAL POSITION
AS AT NOVEMBER 30, 2018

2018 2017
Note
(Rupees in '000)
ASSETS
Non-current assets
Property, plant and equipment 5 13,485 6,650
Long-term loans to employees 6 11,794 1,366
Long-term deposits 1,095 4,917
Deferred taxation 7 - -
26,374 12,933

Current assets
Stock-in-trade 8 254,484 623,612
Trade debts 9 17,405 34,711
Loans and advances 10 85,498 132,747
Deposits, prepayments and other receivables 11 299,544 397,881
Interest accrued 7,598 2,881
Taxation - net 92,272 -
Cash and bank balances 12 907,654 1,367,165
1,664,455 2,558,997

Total assets 1,690,829 2,571,930

EQUITY AND LIABILITIES


Share capital and reserves

Share capital 13 142,161 142,161


Reserves 529,006 953,842
Unappropriated profits 596,852 615,656
1,268,019 1,711,659

LIABILITIES
Current liabilities
Trade and other payables 14 412,051 838,820
Unclaimed dividend 10,759 3,947
Taxation - net - 17,504
422,810 860,271
Total equity and liabilities 1,690,829 2,571,930
Contingencies and commitments 16

The annexed notes 1 to 40 form an integral part of these financial statements.

S. M. Wajeehuddin M. Z. Moin Mohajir Kashif Shafi


Chief Executive Director Chief Financial Officer

34
STATEMENT OF PROFIT OR LOSS
FOR THE YEAR ENDED NOVEMBER 30, 2018

Note 2018 2017


(Rupees in '000)
CONTINUED OPERATIONS

Net sales 17 1,192,352 1,126,669


Cost of sales 18 (985,842) (943,971)
Gross profit 206,510 182,698

Selling, marketing and distribution expenses 19 (174,756) (175,140)


Administrative expenses 20 (47,758) (78,422)
(222,514) (253,562)

(16,004) (70,864)

Other income 22 70,530 50,257


Other expenses 23 (2,098) (7,474)
68,432 42,783

52,428 (28,081)

Finance costs 24 (28,232) (1,567)


Profit / (loss) before taxation 24,196 (29,648)

Taxation 25 (35,314) (29,209)


Loss from continuing operations after taxation (11,118) (58,857)

DISCONTINUED OPERATIONS

Profit from discontinued operations - net of tax 26 - 1,038,852

(Loss) / profit for the year (11,118) 979,995

(Rupees)

(Loss) / earnings per share 27 (7.82) 689.36

Loss per share - continuning operations 27 (7.82) (41.40)

The annexed notes 1 to 40 form an integral part of these financial statements.

S. M. Wajeehuddin M. Z. Moin Mohajir Kashif Shafi


Chief Executive Director Chief Financial Officer

35
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED NOVEMBER 30, 2018

2018 2017

(Rupees in '000)

(Loss) / profit after taxation (11,118) 979,995

Other comprehensive income:

Items that will not be reclassified to profit or loss

Loss on remeasurement of defined


benefit obligation (Note 29.5) (7,686) (16,272)

Impact of deferred tax - (1,592)


(7,686) (17,864)

Total comprehensive (loss) / income for the year (18,804) 962,131

The annexed notes 1 to 40 form an integral part of these financial statements.

S. M. Wajeehuddin M. Z. Moin Mohajir Kashif Shafi


Chief Executive Director Chief Financial Officer

36
STATEMENT OF CASHFLOWS
FOR THE YEAR ENDED NOVEMBER 30, 2018

Note 2018 2017

(Rupees in '000)
CASH FLOWS FROM OPERATING ACTIVITIES

Cash generated from operations 32 60,524 131,327


Taxes paid (145,090) (96,365)
Net cash (used in) / generated from operating activities (84,566) 34,962

CASH FLOWS FROM INVESTING ACTIVITIES

Capital expenditure incurred (12,138) (1,129)


Profit received on bank deposits 54,281 20,406
Proceeds from disposal of property plant
& equipment and brands 2,583 1,778,126
Net cash generated from investing activities 44,726 1,797,403

CASH FLOWS FROM FINANCING ACTIVITIES

Dividends paid (419,671) (475,749)


Net (decrease) / increase in cash and cash equivalents (459,511) 1,356,616

Cash and cash equivalents at beginning of the year 1,367,165 10,549


Cash and cash equivalents at end of the year 34 907,654 1,367,165

The annexed notes 1 to 40 form an integral part of these financial statements.

S. M. Wajeehuddin M. Z. Moin Mohajir Kashif Shafi


Chief Executive Director Chief Financial Officer

37
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED NOVEMBER 30, 2018

----------- Reserves ----------


Issued, Unappro-
subscribed General Sub priated
Others* Total
and paid-up reserve total profits
capital
-------------------------- (Rupees in '000) --------------------------
Balance as at November 30, 2016 142,161 931,753 20,848 952,601 129,764 1,224,526

Total comprehensive income for the year

Profit for the year - - - - 979,995 979,995


Remeasurements of defined benefit
obligation - net of tax - - - - (17,864) (17,864)
- - - - 962,131 962,131
Transactions with owners recognised
directly in equity

Final divident for the year ended


November 30, 2016 at Rs. 35 per share - - - - (49,756) (49,756)
Interim dividend for the year ended
November 30, 2017 at Rs. 300 per share - - - - (426,483) (426,483)
Share-based payments - (note 30.4) - - 1,241 1,241 - 1,241
- - 1,241 1,241 (476,239) (474,998)

Balance as at November 30, 2017 142,161 931,753 22,089 953,842 615,656 1,711,659

Total comprehensive loss for the year

Loss for the year - - - - (11,118) (11,118)

Remeasurements of defined benefit


obligation - - - - (7,686) (7,686)
- - - - (18,804) (18,804)
Transactions with owners recognised
directly in equity

Final dividend for the year ended


November 30, 2017 at Rs. 300 per share - (426,483) - (426,483) - (426,483)
Share-based payments - (note 30.4) - - 1,647 1,647 - 1,647
- (426,483) 1,647 (424,836) - (424,836)

Balance as at November 30, 2018 142,161 505,270 23,736 529,006 596,852 1,268,019

* Others represent reserve for share based payment plan.

The annexed notes 1 to 40 form an integral part of these financial statements.

S. M. Wajeehuddin M. Z. Moin Mohajir Kashif Shafi


Chief Executive Director Chief Financial Officer

38
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED NOVEMBER 30, 2018

1. STATUS AND NATURE OF BUSINESS

Wyeth Pakistan Limited ("the Company") is a public limited company incorporated in 1949
in Pakistan. The Company is listed on the Pakistan Stock Exchange and is engaged in import,
marketing, distribution and sale of research based ethical specialties and other pharmaceutical
products.

The Company's registered office is situated at Room No. 002 & 003, PGS Admin Block, First
Floor, B-2, S.I.T.E., Karachi.

Pfizer Inc. is the ultimate parent of the Company. Wyeth LLC, USA and Wyeth Holding LLC
USA, which are subsidiaries of Pfizer Inc., are the principal shareholders of the Company.

2. SUMMARY OF SIGNIFICANT EVENTS AND TRANSACTIONS IN THE CURRENT


REPORTING PERIOD

In continuation of approval granted by the shareholders during 2017, transfer of the Marketing
Authorisation of the Anti-TB Products from the Company to Pfizer Pakistan Limited (Pfizer)
was effected on May 21, 2018. Accordingly, a Commercialization Agreement was entered into
between Pfizer and the Company on July 20, 2018 in terms whereof, Pfizer has conferred upon
the Company the right to commercialize (i.e. right to distribute, market, promote, detail, offer
for sale and sell) the Anti-TB Products in Pakistan.

3. BASIS OF PREPARATION

3.1 Statement of compliance

These financial statements have been prepared in accordance with the accounting and
reporting standards as applicable in Pakistan. The accounting and reporting standards
applicable in Pakistan comprise of:

- International Financial Reporting Standards (IFRS Standards) issued by the


International Accounting Standards Board (IASB) as notified under the Companies
Act, 2017; and

- Provisions of and directives issued under the Companies Act, 2017.

Where provisions of and directives issued under the Companies Act, 2017 differ
from the IFRS Standards, the provisions of and directives issued under the Companies
Act, 2017 have been followed.

3.2 Basis of measurement

These financial statements have been prepared under the historical cost convention unless
stated otherwise.

39
3.3 Functional and presentation currency

These financial statements are presented in Pakistani Rupees which is the Company's
functional and presentation currency. All financial information presented in Pakistani
Rupees has been rounded to the nearest thousand unless stated otherwise.

3.4 Use of estimates and judgments

The preparation of the financial statements in conformity with approved accounting and
reporting standards requires management to make judgments, estimates and assumptions
that affect the application of accounting policies and the reported amounts of assets,
liabilities, income and expenses. Estimates, assumptions and judgments are continually
evaluated and are based on historical experience and other factors, including reasonable
expectations of future events. Revisions to accounting estimates are recognized
prospectively commencing from period of revision.

In particular, information about judgments made by the management in the application


of approved accounting and reporting standards, as applicable in Pakistan, that have
significant effect on the financial statements, and estimates that have a significant risk
of resulting in a material adjustment in the subsequent years are included in following
notes:

(a) Property, plant and equipment (note 4.1)

(b) Stock-in-trade (note 4.2)

(c) Trade debts (note 4.3)

(d) Taxation (note 4.9)

(e) Staff retirement benefits (note 4.7)

3.5 Changes in accounting standards, interpretations and pronouncements

a) Standards, interpretations and amendments to published accounting standards


which became effective during the year

The following new interpretations became effective during the year which are
considered to be relevant to the Company's financial statements :

- The Companies Act, 2017 ('the Act') has brought certain changes with regards
to preparation and presentation of annual financial statements of the Company.
These changes include change in nomenclature of primary financial statements
and disclosure requirements in the fourth schedule to the Act have been revised
resulting in the elimination of duplicative disclosures to align with the IFRSs
and incorporation of significant additional disclosures, which have been included
in these financial statements.

b) Standards, interpretations and amendments to published accounting standards


that are not yet effective

The following standards, amendments and interpretations of accounting standards


are only effective for annual periods beginning from the dates specified below:

40
- IFRIC 23 ‘Uncertainty over Income Tax Treatments’ (effective for annual periods
beginning on or after 1 January 2019) clarifies the accounting for income tax when
there is uncertainty over income tax treatments under IAS 12. The interpretation requires
the uncertainty over tax treatment be reflected in the measurement of current and
deferred tax. The application of interpretation is not likely to have an impact on
Company’s financial statements.

- IFRS 15 ‘Revenue from contracts with customers’ (effective for annual periods beginning
on or after 1 July 2018). IFRS 15 establishes a comprehensive framework for determining
whether, how much and when revenue is recognized. It replaces existing revenue
recognition guidance, including IAS 18 ‘Revenue’, IAS 11 ‘Construction Contracts’
and IFRIC 13 ‘Customer Loyalty Programmes’. Management is in the process of
assessing implications of this standard on its revenue recognition.

- IFRS 9 ‘Financial Instruments’ (effective for annual periods beginning on or after 1


July 2019). IFRS 9 replaces the existing guidance in IAS 39 Financial Instruments:
Recognition and Measurement.

IFRS 9 includes revised guidance on the classification and measurement of financial


instruments, a new expected credit loss model for calculating impairment on financial
assets, and new general hedge accounting requirements. It also carries forward the
guidance on recognition and derecognition of financial instruments from IAS 39. The
Company is currently in the process of analyzing the potential impact of changes
required in classification and measurement of financial instruments and the impact of
expected loss model on adoption of the standard.

- IFRS 16 ‘Leases’ (effective for annual period beginning on or after 1 January 2019).
IFRS 16 replaces existing leasing guidance, including IAS 17 ‘Leases’, IFRIC 4
‘Determining whether an Arrangement contains a Lease’, SIC-15 ‘Operating Leases-
Incentives’ and SIC-27 ‘Evaluating the Substance of Transactions Involving the Legal
Form of a Lease’. IFRS 16 introduces a single, on-balance sheet lease accounting
model for lessees. A lessee recognizes a right-of-use asset representing its right to use
the underlying asset and a lease liability representing its obligation to make lease
payments.

There are recognition exemptions for short-term leases and leases of low-value items.
Lessor accounting remains similar to the current standard i.e. lessors continue to classify
leases as finance or operating leases. The Company is currently in the process of
analyzing the potential impact of its lease arrangements that will result in recognition
of right to use assets and liabilities on adoption of the standard.

- Amendment to IAS 28 ‘Investments in Associates and Joint Ventures’ - Long Term


Interests in Associates and Joint Ventures (effective for annual period beginning on
or after 1 January 2019). The amendment will affect companies that finance such
entities with preference shares or with loans for which repayment is not expected in
the foreseeable future (referred to as long-term interests or ‘LTI’).

The amendment and accompanying example state that LTI are in the scope of both
IFRS 9 and IAS 28 and explain the annual sequence in which both standards are to
be applied. The amendments are not likely to have an impact on Company’s financial
statements.

41
- Amendments to IAS 19 ‘Employee Benefits’- Plan Amendment, Curtailment or
Settlement (effective for annual periods beginning on or after 1 January 2019). The
amendments clarify that on amendment, curtailment or settlement of a defined benefit
plan, a company now uses updated actuarial assumptions to determine its current
service cost and net interest for the period; and the effect of the asset ceiling is
disregarded when calculating the gain or loss on any settlement of the plan and is dealt
with separately in other comprehensive income. The application of amendments is not
likely to have an impact on Company’s financial statements.

- Amendment to IFRS 3 ‘Business Combinations’ – Definition of a Business (effective


for business combinations for which the acquisition date is on or after the beginning
of annual period beginning on or after 1 January 2020). The IASB has issued amendments
aiming to resolve the difficulties that arise when an entity determines whether it has
acquired a business or a group of assets. The amendments clarify that to be considered
a business, an acquired set of activities and assets must include, at a minimum, an input
and a substantive process that together significantly contribute to the ability to create
outputs. The amendments include an election to use a concentration test. The standard
is effective for transactions in the future and therefore would not have an impact on
past financial statements.

- Amendments to IAS 1 Presentation of Financial Statements and IAS 8 Accounting


Policies, Changes in Accounting Estimates and Errors (effective for annual periods
beginning on or after 1 January 2020). The amendments are intended to make the
definition of material in IAS 1 easier to understand and are not intended to alter the
underlying concept of materiality in IFRS Standards. In addition, the IASB has also
issued guidance on how to make materiality judgements when preparing their general
purpose financial statements in accordance with IFRS Standards.

- Amendments to IFRS 2 - Share-based Payment clarify the accounting for certain


types of arrangements and are effective for annual periods beginning on or after
January 1, 2018. The amendments cover three accounting areas (a) measurement of
cash-settled share-based payments; (b) classification of share-based payments settled
net of tax withholdings; and (c) accounting for a modification of a share-based payment
from cash-settled to equity-settled. The new requirements could affect the classification
and /or measurement of these arrangements and potentially the timing and amount of
expense recognized for new and outstanding awards. The amendments are not likely
to have an impact on Company's financial statements.

- Transfers of Investment Property (Amendments to IAS 40 'Investment Property' effective


for annual periods beginning on or after January 1, 2018) clarifies that an entity shall
transfer a property to, or from, investment property when, and only when there is a
change in use. A change in use occurs when the property meets, or ceases to meet, the
definition of investment property and there is evidence of the change in use. In isolation,
a change in management's intentions for the use of a property does not provide evidence
of a change in use. The amendments are not likely to have an impact on Company's
financial statements.

- IFRIC 22 'Foreign Currency Transactions and Advance Consideration' (effective for


annual periods beginning on or after January 1, 2018) clarifies which date should be
used for translation when a foreign currency transaction involves payment or receipt
in advance of the item it relates to. The related item is translated using the exchange

42
rate on the date the advance foreign currency is received or paid and the prepayment
or deferred income is recognized. The date of the transaction for the purpose of
determining the exchange rate to use on initial recognition of the related asset, expense
or income (or part of it) would remain the date on which receipt of payment from
advance consideration was recognized. If there are multiple payments or receipts in
advance, the entity shall determine a date of the transaction for each payment or receipt
of advance consideration. The amendments are not likely to have an impact on
Company's financial statements.

- Annual Improvements to IFRS Standards 2015–2017 Cycle - the improvements address


amendments to following approved accounting standards:

- IFRS 3 Business Combinations and IFRS 11 Joint Arrangement - the amendment


aims to clarify the accounting treatment when a company increases its interest in
a joint operation that meets the definition of a business. A company remeasures
its previously held interest in a joint operation when it obtains control of the
business. A company does not remeasure its previously held interest in a joint
operation when it obtains joint control of the business.

- IAS 12 Income Taxes - the amendment clarifies that all income tax consequences
of dividends (including payments on financial instruments classified as equity)
are recognized consistently with the transaction that generates the distributable
profits.

- IAS 23 Borrowing Costs - the amendment clarifies that a company treats as part
of general borrowings any borrowing originally made to develop an asset when
the asset is ready for its intended use or sale. The above amendments are effective
from annual period beginning on or after 1 January 2019 and are not likely to
have an impact on Company’s financial statements.

4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

4.1 Property, plant and equipment

The property, plant and equipment are stated at cost less accumulated depreciation and
impairment losses, if any, except for capital work-in-progress which is stated at cost.
Assets having cost exceeding the minimum threshold as determined by the management
are capitalized. All other assets are charged in the year of acquisition. Cost includes
expenditure that is directly attributable to the acquisition of the asset.

Subsequent cost

Subsequent cost are included in the asset's carrying amount or recognised as a separate
asset, as appropriate, only when it is probable that the future economic benefits associated
with the item will flow to the entity, and its cost can be measured reliably. Cost incurred
to replace a component of an item of property, plant and equipment is capitalised and
the asset so replaced is retired from use.

Normal repairs and maintenance are charged to the statement of profit or loss during the
period in which they are incurred.

43
Depreciation

Depreciation is charged to income applying the straight line method whereby the cost
less residual value of an asset is written off over its estimated useful life. Residual values,
depreciation rates and method are reviewed at each reporting date and adjusted if the
impact is significant.

Depreciation on additions is charged from the month in which the asset is available for
use while no depreciation is charged in the month of disposal. The rates of depreciation
are stated in note 5.3 to the financial statements.

Gains and losses on disposal

An item of property, plant and equipment is derecognised upon disposal or where no


future economic benefits are expected to be realised from its use or disposal. Gains or
losses on disposal of an item of operating fixed asset is recognised in the statement of
profit or loss.

Capital work in progress

Capital work in progress is stated at cost and consists of expenditure incurred and
advances made in respect of assets in the course of their construction and installation.
Transfers are made to relevant asset category as and when assets are available for intended
use.

4.2 Stock in trade

Stock in trade are valued at the lower of cost and net realisable value. Cost is determined
using first-in first-out method.

Cost includes expenditure incurred in acquiring the inventories, production or conversion


costs and other costs incurred in bringing them to their existing location and condition.

Net realizable value is the estimated selling price in the ordinary course of business, less
the estimated cost of completion and cost necessary to make the sale.

Provision is made for slow moving and obsolete items wherever necessary and is
recognised in statement of profit or loss.

4.3 Trade debts

Trade debts are initially measured at fair value and subsequently at amortised cost using
the effective interest method, less provision for impairment, if any. A provision for
impairment of trade debts is established where there is objective evidence that the
Company will not be able to collect all amounts due according to the original terms of
the receivables. Trade debts are written off when considered irrecoverable.

4.4 Cash and cash equivalents

For the purposes of cash flow statement, cash and cash equivalents consist of cash in
hand, with banks in deposit accounts and term deposit receipts with original maturity
period of three months or less.

44
4.5 Provisions

Provisions are recognised when, the Company has a present obligation (legal or
constructive) as a result of past events, it is probable that an outflow of resources will
be required to settle the obligation and reliable estimates of the obligations can be made.
Provisions are reviewed periodically and adjusted to reflect the current best estimates.

4.6 Revenue recognition

Revenue from sale of goods is recognised when the significant risks and rewards of
ownership have been transferred to the customer, recovery of the consideration is
probable, the associated costs and possible return of goods can be estimated reliably and
there is no continuing management involvement with the goods and the amount of
revenue can be measured reliably.

Return on short term deposits is accounted for on an accrual basis using the effective
interest rate method.

4.7 Staff retirement benefits

4.7.1 Defined benifit plan

The Company operates the following defined benefit schemes:


- An approved funded pension scheme for management staff. Pension is payable
for life and thereafter to surviving spouses and / or dependent children; and
- An approved funded gratuity scheme for all its permanent employees.

Benefits under such schemes are payable on completion of prescribed qualifying


period of service. Contributions are made by the Company to these funds on the
basis of actuarial valuations carried out annually by a qualified actuary using
projected unit credit method. All actuarial gains and losses are recognized
immediately in other comprehensive income and all expenses related to defined
benefit plans are recognized in statement of profit or loss.

4.7.2 Defined contribution plan

The Company also operates following defined contribution plans:


- An approved funded contributory provident fund for all eligible employees.
Equal monthly contributions are made both by the Company and the employee.
- An approved funded defined contribution pension scheme (DC Pension
Scheme) for:
- All employees joining on or after April 1, 2013;
- All employees who opted for DC Pension Scheme in place of DB Pension
Scheme on July 1, 2014. The benefits of such employees were transferred
from DB Pension Scheme to DC Pension Scheme based on actuarial
recommendations.

4.7.3 Employees' compensated absences

The Company accounts for liability against employees' compensated absences


in the period in which these are earned upto the reporting date.

45
4.8 Share-based payments

The Company participates in a time-vested share based rewards plan operated by Pfizer
Inc., (the ultimate parent company) whereby, Pfizer Inc. grants rights of its shares to the
eligible employees of the Company. The primary share-based awards and their general
terms and conditions are as follows:

- Stock options / total shareholders return unit (TSRUs), which, when vested, entitle
the holder to purchase a specified number of shares of Pfizer common stock at a
price per share equal to the market price of Pfizer Inc., share on the date of grant.

- Restricted stock units (RSUs), which, when vested, entitle the holder to receive a
specified number of shares of Pfizer Inc., including shares resulting from dividend
equivalents paid on such RSUs.

The cost of award is charged to statement of profit or loss over the vesting period and
credited to equity as a contribution from the parent.

4.9 Taxation

Income tax expense comprises current and deferred tax. Income tax expense is recognised
in statement of profit or loss except to the extent that it relates to items recognised
directly in equity or in other comprehensive income.

Current

Provision for current taxation is based on taxable income at the enacted or substantively
enacted rates of taxation after taking into account available tax credits and rebates, if
any. The charge for current tax includes adjustments to charge for prior years, if any.

Deferred

Deferred tax is recognised using financial position method, providing for temporary
differences between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for taxation purposes. The amount of deferred tax
provided is based on the expected manner of realisation or settlement of the carrying
amount of assets and liabilities, using the enacted or substantively enacted rates of
taxation.

Deferred tax asset is recognised for all deductible temporary differences to the extent
that it is probable that taxable profits will be available against which deductible temporary
differences can be utilised.

Deferred tax assets are reduced to the extent that it is no longer probable that the related
tax benefit will be realised.

4.10 Borrowings cost

Borrowing costs are recognised as an expense in the period in which these are incurred
using effective interest rate method except where such cost are directly attributable to
the acquisition, construction or production of a qualifying asset in which case such cost
are capitalised as part of the cost of that asset.

46
4.11 Foreign currency transactions

Transactions denominated in foreign currencies are translated to Pak Rupees, at the


foreign exchange rate prevailing at the date of transaction. Monetary assets and liabilities
in foreign currencies are translated into Pak Rupees at the foreign exchange rates at the
reporting date. Exchange differences are taken to the statement of profit or loss.

4.12 Financial instruments

The Company recognises financial asset or a financial liability when it becomes a party
to the contractual provision of the instrument. Financial assets and liabilities are recognised
initially at cost, which is the fair value of the consideration given or received respectively.
These are subsequently measured at fair value or amortised cost, as the case may be.

Financial assets are derecognised when the contractual right to cash flows from the asset
expire, or when substantially all the risks and rewards of ownership of the financial asset
are transferred. Financial liability is derecognised when its contractual obligations are
discharged, cancelled or expired.

Financial assets and financial liabilities are offset and the net amount is reported in the
statement of financial position if the Company has a legally enforceable right to set-off
the recognized amounts and intends either to settle on a net basis or to realise the asset
and settle the liability simultaneously.

A financial asset is assessed at each reporting date to determine whether there is objective
evidence that it is impaired. A financial asset is impaired if objective evidence indicates
that a loss event has occurred after the initial recognition of the asset, and that the loss
event had a negative effect on the estimated future cash flows of that asset.

4.13 Dividends and appropriation of profit

Dividend and appropriation to reserves are recognised in the financial statements in the
period in which these are approved.

4.14 Impairment

The carrying amounts of the Company’s non-current assets are reviewed at each reporing
date to determine whether there is any indication of impairment loss. If any such indication
exists, the asset’s recoverable amount is estimated in order to determine the extent of
the impairment loss, if any. An impairment loss is recognised for the amount by which
the assets carrying amount exceeds its recoverable amount.

4.15 Earnings per share

The Company presents basic and diluted earnings per share (EPS) data for its ordinary
shares. Basic EPS is calculated by dividing the profit after tax attributable to ordinary
shareholders of the Company by the weighted average number of ordinary shares
outstanding during the year.

4.16 Discontinued operations

A discontinued operation is a component of the Company's business that has been


disposed of or is held for sale. When an operation is classified as a discontinued operation,
the comparative statement of profit or loss is re-presented as if the operation had been
discontinued from the start of the comparative period.

47
5. PROPERTY PLANT AND EQUIPMENT
November 30, November 30,
Note 2018 2017
(Rupees in '000)

Operating property, plant and equipment 5.1 13,485 6,650

5.1 Operating property, plant and equipment

Vehicles Office Total


equipments

-----------------------(Rupees in '000)-----------------------
At November 30, 2016
Cost 33,408 22,526 55,934
Accumulated depreciation (22,394) (16,780) (39,174)
Net book value 11,014 5,746 16,760

Year ended November 30, 2017


Opening net book value 11,014 5,746 16,760
Additions 1,129 - 1,129

Disposals
Cost 6,556 10,083 16,639
Accumulated depreciation (5,849) (9,718) (15,567)
707 365 1,072

Depreciation (5,519) (4,648) (10,167)


Closing net book value 5,917 733 6,650

At November 30, 2017

Cost 27,981 12,443 40,424


Accumulated depreciation (22,064) (11,710) (33,774)
Net book value 5,917 733 6,650

Year ended November 30, 2018

Opening net book value 5,917 733 6,650


Additions 12,138 - 12,138

Disposals
Cost 8,413 - 8,413
Accumulated depreciation (7,749) - (7,749)
664 - 664

Depreciation (3,906) (733) (4,638)


Closing net book value 13,485 - 13,485

At November 30, 2018

Cost 31,706 12,443 44,149


Accumulated depreciation (18,220) (12,443) (30,663)
Net book value 13,485 - 13,485

48
5.2 Capital work in progress

Cost
As at Additions Transfer to operating As at
December 1, property, plant and November 30,
2017 equipment 2018
--------------------------------- (Rupees in '000) ---------------------------------

Vehicles - 12,138 (12,138) -


- 12,138 (12,138) -

Cost
As at Additions / Transfer to operating As at
December 1, adjustment property, plant and November 30,
2016 equipment 2017
--------------------------------- (Rupees in '000) ---------------------------------

Office equipments 140 (140) - -


140 (140) - -

5.3 Depreciation on operating property, plant and equipment is charged at the following rates:

Annual rate of
depreciation
(%)

Vehicles 25
Office equipments 8 to 33.33

5.4 The depreciation charge for the year has been allocated as under:

November 30, November 30,


Note 2018 2017
(Rupees in '000)

Cost of sales 18.1 - 143


Selling, marketing and distribution expenses 19 3,456 8,948
Administrative expenses 20 1,182 497
Charged in discontinued operations - 579
4,638 10,167

5.5 The operating property, plant and equipment (note 5.1) include items costing
Rs. 20.258 million (2017: Rs. 29.896 million) which are fully depreciated as of
November 30, 2018 but are still in active use.

49
5.6 The following operating property, plant and equipment were disposed / written off during the
year:
2018
Net
Accumulated book Sale Gain / Mode of
Description Cost Purchaser Relationship
depreciation value proceeds (loss) disposal
with the
----------------------- (Rupees in '000) ----------------------- purchaser

Vehicles
CUORE AXY - 047 938 938 - 235 235 Policy Mr. Nadeem Abbas Shaikh Employee
CUORE AXY - 062 938 938 - 235 235 Policy Mr. Amanullah Khan Employee
SUZUKI CULTUS AXZ - 271 938 938 - 235 235 Policy Mr. Mohammad Adnan Employee
CUORE AXZ - 159 938 938 - 235 235 Policy Mr. Arshad Zaman Khan Employee
SUZUKI CULTUS BFW - 458 1,099 435 664 754 89 Policy Mr. Muhammad Tariq Khan Employee
SUZUKI CULTUS AZN - 685 1,005 1,005 - 251 251 Policy Mr.Shabir Hussain Employee
TOYOTA COROLLA XLI BAR - 208 1,572 1,572 - 393 393 Policy Mr.Nawed Akhtar Employee
SUZUKI CULTUS BAS - 469 985 985 - 246 246 Policy Khalid Mehmood Employee
8,413 7,749 664 2,584 1,919

6. LONG-TERM LOANS TO EMPLOYEES -


considered good
November 30, November 30,
Note 2018 2017
(Rupees in '000)

Loans to Employees 6.1, 6.2 & 6.3 16,901 3,951


Less: Receivable within one year 10 5,107 2,585
11,794 1,366

6.1 This includes loan amounting to Rs. 1.931 million provided to Taffazul Khan (Company
Secretary) repayable in two years with monthly installments of Rs. 0.085 million.

6.2 This includes loans to executives, the details of which are as follows:

November 30, November 30,


2018 2017
(Rupees in '000)

Opening balance 2,956 6,287


Loans disbursed during the year 4,222 5,437
Loans repaid during the year (4,382) (8,768)
Closing balance 2,796 2,956

6.3 These represent interest free loans to executives and other employees for purchase of motor
cars and motor cycles in accordance with the Company's policy and are recoverable in one to
six years in monthly instalments.

50
6.4 Receivable in:

November 30, November 30,


2018 2017
(Rupees in '000)

- less than three years but over one year 5,636 1,139
- more than three years 6,158 227
11,794 1,366

6.5 The maximum aggregate amount of loans due from executives at the end of any month during
the year was Rs. 3.735 million (2017: Rs. 6.96 million).

7. DEFERRED TAXATION

7.1 Deferred (credits) / debits arising in respect of:


November 30, November 30,
2018 2017
(Rupees in '000)
Accelerated tax depreciation 585 2,518
Provision for gratuity and pension 10,724 14,657
Provision for slow moving and obsolete stocks 15,063 14,484
Provision for deposits - 835
Provision for voluntary separation scheme 2,512 1,454
Provision for sales tax on toll manufacturing 1,644 2,575
30,528 36,523
Deferred tax asset not recognized (30,528) (36,523)
- -

7.2 No deferred tax asset has been recognised at year end as taxable profit under normal tax
regime may not be sufficient.

November 30, November 30,


Note 2018 2017
(Rupees in '000)
8. STOCK-IN-TRADE

Raw and packing materials 8.1 6,099 136,559


Work-in-process - 61,765
Finished goods 8.2 361,440 383,830
Stock-in-transit 22,528 99,042
390,067 681,196

Less: Provision for slow moving and


obsolete stocks 8.3 135,583 57,584
254,484 623,612

51
8.1 Raw & Packing materials includes stocks of Rs. Nil (2017: Rs. 0.024 million) which is held
by Pfizer Pakistan Limited given as loan.

8.2 Finished goods include items costing Rs. 2.11 million (2017: Rs. 12.534 million) has been
recognized and net realizable value of Rs. 1.89 million (2017: Rs. 11.232 million).

8.3 During the year, provision of Rs. 78.885 million (2017: Rs. 19.453 million) has been recognized
and stock-in-trade valued at Rs. 0.886 million (2017: Rs. 0.75 million) have been written off
from provision.

8.4 As at November 30, 2018, raw materials, packing materials and work in progress of
Rs. 6.099 million (2017: Rs. 198.324 million) are held at S -33 Hawkes Bay SITE by ICI
Pakistan Limited.

November 30, November 30,


Note 2018 2017
(Rupees in '000)
9. TRADE DEBTS - unsecured

Trade debts 17,405 34,711


Less: Provision for doubtful debts 9.1 - -
17,405 34,711

9.1 Provision for doubtful debts

Balance as at December 1 - 30,861


Recoveries during the year - (18,199)
Write off during the year - (12,662)
Balance as at November 30 - -

10. LOANS AND ADVANCES - considered good

Current portion of long-term loans to employees 6 5,107 2,585


Receivable from gratuity fund 60,000 60,000
Advances - unsecured
- Suppliers 18,242 67,380
- Employees 10.1 & 10.2 2,149 2,782
20,391 70,162

85,498 132,747

10.1 This includes amounts due from executives amounting to Rs. 0.7 million
(2017: Rs. 1.6 million).

10.2 The maximum aggregate amount of advances due from executives at the end of any month
during the year was Rs. 0.7 million (2017: Rs. 0.862 million).

52
November 30, November 30,
Note 2018 2017
11. DEPOSITS, PREPAYMENTS AND OTHER (Rupees in '000)
RECEIVABLES

Trade deposits 22,458 25,377


Prepayments 4,663 4,684
Margin deposits for guarantees and
letters of credit 11.1 23 1,343
Receivable from Pfizer Pakistan Limited 18,733 18,459
Receivable from ICI Pakistan Limited 11.2 & 11.3 253,330 298,038
Receivable from pension fund 29.2 337 43,829
Export rebate claim - 4,397
Insurance Claim Receivable - 1,754
299,544 397,881

11.1 During the year, provision of Rs. Nil (2017: Rs. 4.838 million) was recognised in respect of
margin deposits.

11.2 ICI Pakistan Limited (ICI) acquired certain specified assets of Wyeth Pakistan Limited (Wyeth)
(hereinafter referred to as the Transaction). The assets forming part of the Transaction include
inter alia land, building, plant and machinery situated at the designated Wyeth site, Hawkesbay
Road, S.I.T.E, Karachi, along with Manufacturing License (Facility), pharmaceutical products
and its Market Authorizations, intellectual properties and specified third party contracts
(Divested Products) (collectively, the Specified Assets).

The Asset Purchase Agreement (Products) and Asset Purchase Agreement (Plant) dated
May 19, 2017 (collectively, APA) constitute the main agreements governing the asset purchase
transaction between Wyeth anf ICI (Parties). The sale price agreed for specified assets was
Rs. 1.68 billion.

The transaction was completed on August 11, 2017 whereby, ICI made full payment of the
purchase consideration as specified in the APA against transfer of the Facility and title relating
to the Specified Assets in the name of ICI. However, the legal process of recording
transfer/registration of the Manufacturing License (ML) and the Market Authorization (MA)
(collectively Authorizations) in the name of ICI is a time consuming process and therefore
the parties had commercially agreed to proceed with completion and payment of consideration
pending transfer of the Authorizations and thereafter pursue the transfer of Authorizations in
the name of ICI i.e. post completion of the Transaction.

However, in order to give effect to the aforesaid APAs and intentions of the Parties therein,
interim arrangements as discussed below had been made till such time that the necessary
Authorizations would be transferred to the relevant parties (Transition Period):

(i) Company had appointed ICI as an operations & management service provider for the
Facility till the transfer of Drug Manufacturing License (DML);

(ii) Company had conferred commercialization rights of the Products to ICI; and

(iii) the Transition Period concluded in Q2, 2018.

53
November 30, November 30,
Note 2018 2017
(Rupees in '000)
11.3 Receivable from ICI Pakistan Limited

Long term deposits - 5,717


Stock-in-trade - 133,332
Other receivable 11.3.1 253,330 158,989
253,330 298,038

11.3.1 This represents net receivable in respect of various receiveable and payables from / to ICI
Pakistan Limited during the transition period with ICI Pakistan Limited.

12. CASH AND BANK BALANCES

With banks:
- Term deposit receipts 12.1 850,000 1,330,000
- In saving accounts 12.2 57,654 37,165
907,654 1,367,165

12.1 These carry mark-up ranging from 7.10% to 7.95% (2017: 5.25% to 5.35%) and will mature
by February 2019.

12.2 These carry mark-up at the rate of 3.75% to 6.5% (2017: 3.75% to 4%) per annum.

November 30, November 30,


13. SHARE CAPITAL 2018 2017
(Rupees in '000)
Authorized capital

5,000,000 ordinary shares of Rs. 100 each 500,000 500,000

Issued, subscribed and paid-up capital

November 30, November 30, November 30, November 30,


2018 2017 2018 2017
(Number of shares) (Rupees in '000)

Ordinary shares of Rs. 100 each


386,711 386,711 Shares fully paid in cash 38,671 38,671
Shares issued as fully paid for
consideration other than cash
477,493 477,493 - note 13.2 47,749 47,749
Shares issued as fully paid
557,405 557,405 bonus shares 55,741 55,741
1,421,609 1,421,609 142,161 142,161

54
13.1 As on November 30, 2018, Wyeth LLC, USA and Wyeth Holdings LLC, USA held 576,470
(2017: 576,470) and 448,560 (2017: 448,560) shares of Rs. 100 each respectively. On
October 15, 2009 Pfizer Inc. has acquired Wyeth LLC, USA and has become the ultimate
parent of the Company.

13.2 These shares include 473,529 shares issued under the scheme of arrangement for amalgamation
of Wyeth Laboratories (Pakistan) Limited and Cyanamid (Pakistan) Limited in the year 1996.

14. TRADE AND OTHER PAYABLES November 30, November 30,


2018 2017
(Rupees in '000)

Creditors 14.1 94,957 318,820


Accrued liabilities 155,526 224,109
Advances from customers 41,223 54,251
Accumulated compensated absences 6,884 6,507
Payable to provident fund - 116
Payable to gratuity funds 29.2 97,650 128,732
Workers' Welfare Fund 14.2 14,725 18,671
Central Research Fund 974 14,552
Workers' Profit Participation Fund 14.3 - 72,761
Sales tax payable 112 301
412,051 838,820

14.1 Creditors include Rs. 66.707 million (2017: Rs. 63.020 million) payable to associated
undertakings.

November 30, November 30,


2018 2017
14.2 Workers' Welfare Fund
(Rupees in '000)

Opening balance 18,671 6,231


Allocation for the year - 12,891
18,671 19,122
Less: adjustment / payments made during the year (3,946) (451)
Closing balance 14,725 18,671

14.3 Workers' Profit Participation Fund

Opening balance 72,761 11,587


Allocation for the year - 72,761
72,761 84,348
Paid / reclassification during the year (72,761) (11,587)
Closing balance - 72,761

55
15. SHORT TERM FINANCE FACILITY

The facilities for opening letters of credit and guarantees, as at 30 November 2018 amounted
to Rs. 50 million (2017: letters of credit Rs. 50 million; guarantees Rs. 317.9 million) out
of which Rs. 50 million remained unutilized at year end.

The facilities for overdraft available from bank amounts to Rs. 100 million
(2017: Rs. 100 million) which remained unutilized at year end.

16. CONTINGENCIES AND COMMITMENTS

16.1 Contingencies

16.1.1 During the year 2003, certain ex-employees of the Company filed claims in High Court of
Sindh, Karachi, aggregating to Rs. 247.572 million against the Company for recovery of
damages.

Management expect that the decision will be in the Company's favor. Accordingly, no provision
has been recognized in these financial statements.

16.1.2 During the year 2016, certain 3rd party ex-employees whose employment was terminated
by their employer have filed cases in the National Industrial Relations Court Bench (NIRC)
Karachi alleging that they were employed by the Company and not the 3rd party and should
be re-instated. The Company is contesting the claims in the court and the management is
confident that the ultimate decision on the subject claims will be in favour of the Company.
Accordingly, no provision has been made in these financial statements.

16.1.3 During the year 2005, an ex-distributor has filed claims in High Court of Sindh, Karachi
against the Company aggregating to Rs. 75.1 million for recovery of damages. The management
is confident that the case will be decided in the Company's favour and hence no provision
has been made in this respect.

16.1.4 During the year 1994, the Company has filed appeal before the Supreme Court of Pakistan
against the order of the then Income Tax Appellate Tribunal (ITAT) confirming the addition
on account of Transfer Pricing under section 79 of the Income Tax Ordinance 1979(repealed).
The aggregate liability is approximately Rs. 3.0 million. Management is confident that the
ultimate decision of the appeal will be in the Company's favour. Accordingly, no provision
has been recognised in these financial statements.

16.1.5 During the income year 2002-2003, the Company has filed appeals against Federal Board
of Revenue before Income Tax Appellate Tribunal (ITAT) in respect adverse appellate orders
of the then Commissioner of Income Tax (appeals) in respect of arbitrary additions and
disallowances made in assessment orders for the assessment years from 1997-98 to
2002-03 and for tax years 2003 to 2005 which have resulted in an aggregate tax liability of
Rs. 181.162 million (2017: Rs.181.162 million). The tax liability has arisen mainly due to
the following reasons:

- The assessing officer has made additions to the income based on the contention that the
Company has allegedly paid excessive amount on import of raw materials.

- The assessing officer charged tax on purchases related to agriculture business of the
Company under presumptive tax regime by treating all purchases as commercial imports.

56
- The assessing officer also charged tax on gain on sale of the Company's agriculture business
and has also arbitrarily disallowed certain expenses attributed to that segment of the
business.

- The assessing officer has disallowed the credit for adjustment of tax refunds and adjustment
of compensation on delayed refunds.

Although the Company has filed appeals with various appellate authorities in respect of the
above, however, a provision of Rs. 137.614 million (2017: Rs. 137.614 million) is being
carried against the above demands on grounds of prudence. In consultation with their tax
advisors, the management is confident that the ultimate decision of the appeals will be in the
Company's favour.

During the year 2017, the Company has filed appeal for the Tax Year 2011 against Federal
Board of Revenue before Appellate Tribunal in Land revenue (ATIR) in respect of certain
issues either set-aside or confirmed by the Commissioner of Appeals. Since, the appeal is
pending adjudication, no provision has been recognised in these financial statements.

16.1.6 During the year 2013, the Company has filed an appeal against Federal Board of Revenue
in Appellate Tribunal Inland Revenue (ATIR), which has resulted in an aggregate tax liability
of Rs. 7.4 million (2017: Rs. 7.4 million). The tax liability has arisen on account of transfer
pricing and fixed assets written off for the assessment year 2004. The management is confident
that the appeal will be decided in the Company's favour and therefore no provision has been
made in this respect.

16.1.7 Further during the year 2013, the Company has filed various rectification applications before
the Deputy Commissioner Inland Revenue for various disallowances and additions made for
the tax years from 1998 to 2005 which have resulted in an aggregate tax liability of
Rs. 52.440 million (2017: Rs. 92.440 million). The claims are mainly for the following
reasons:

- The assessing officer charged on the bases of applying tax rate on raw materials, as of
imported finished goods.

- The assessing officer disallowed provision of obsolete stock.

- The assessing officer added on account of reclaiming bad debts written off, during the
year and that were disallowed in prior year.

The management is confident that the application will be decided in the Company's favour
and therefore no provision has been made in this respect.

16.1.8 The tax department has carried out the monitoring of withholding tax audit for 4 years (viz
Tax Years 2010, 2012, 2013 and 2015), for which the aggregate demand of Rs. 8.276 million
(2017:Rs. 11.303 million) has been raised. The Company has filed appeals against these
orders in 2016 and 2017, before Commissioners of Inland Revenue. The management is of
the opinion that the ultimate decision of the appeals will be in Company's favour.

16.1.9 The Assistant Collector, Sales Tax and Federal Excise has issued an order in 2008
requiring the Company to pay Federal Excise Duty (FED) along with penalty and default
surcharge amounting to approximately Rs. 1 million in respect of technical services availed
by the Company.

57
The Company has filed an appeal against this order. The Commissioner Inland
Revenue Appeals (CIRA) passed an order in favour of the Company. However, the Tax
Department has filed an appeal before the Tribunal, and the case has been remanded back
by tribunal during the year 2012 to the department for de novo consideration. The matter is
pending since then.

November 30, November 30,


Note 2018 2017
16.2 Commitments (Rupees in '000)

16.2.1 Commitments for capital expenditure 4,796 7,196

16.2.2 Guarantees and indemnity bonds for imported raw


materials and other guarantees 4,855 1,343

16.2.3 Outstanding letters of credit - 27,543

17. NET SALES

Sales - Domestic 1,308,075 1,116,641


Sales - Export 23,243 117,398
1,331,318 1,234,039

Less: Discounts and commission 134,824 105,709


Returns 4,142 1,661
138,966 107,370

1,192,352 1,126,669

18. COST OF SALES

Opening stock of finished goods 383,830 569,765


Cost of goods manufactured 18.1 396,643 393,387
Purchases of finished goods 566,809 365,602
Closing stock of finished goods (361,440) (383,830)
Physician samples charged to advertising
and sales promotion - (953)
985,842 943,971

18.1 Cost of goods manufactured

Opening stock of raw and packing materials 136,559 239,764


Purchase of raw and packing materials 60,068 184,586
Closing stock of raw and packing materials (6,099) (136,559)
Raw and packing materials consumed 190,528 287,791

58
November 30, November 30,
Note 2018 2017
(Rupees in '000)

Salaries, wages and other benefits 18.2 - 42,592


Depreciation 5.4 - 143
Fuel and power - 11,673
Rent, rates and taxes - 934
Repairs and maintenance - 5,320
Production and other supplies - 3,583
Spare parts consumed - 977
Travelling and vehicles running expenses - 2,641
Provision for slow moving and obsolete
stock-in-trade 78,885 19,453
Outside manufacturing charges 65,465 2,597
Security Charges - 1,376
Postage, communication and stationery - 381
Insurance - 714
Others - 181
144,350 92,565
334,878 380,356

Opening work-in-process 61,765 74,796


Closing work-in-process - (61,765)
Cost of goods manufactured 396,643 393,387

18.2 Salaries, wages and other benefits include a net charge of Rs. Nil (2017: Rs. 4.454 million)
in respect of staff retirement benefits.

19. SELLING, MARKETING AND November 30, November 30,


DISTRIBUTION EXPENSES Note 2018 2017
(Rupees in '000)

Salaries, wages and other benefits 19.1 & 21 82,519 77,822


Fuel and power 392 3,082
Rent, rates and taxes 648 2,163
Insurance 1,338 668
Repairs and maintenance 874 408
Transportation 5,246 27,329
Travelling and entertainment 14,130 6,566
Postage, communication and stationery 5,054 2,730
Depreciation 5.4 3,456 8,948
Advertising and sales promotion 59,478 44,777
Others 1,621 647
174,756 175,140

19.1 Salaries, wages and other benefits include a net charge of Rs. 16.641 million
(2017: Rs. 10.341 million) in respect of staff retirement benefits.

59
November 30, November 30,
Note 2018 2017
20. ADMINISTRATIVE EXPENSES (Rupees in '000)

Salaries, wages and other benefits 20.1 & 21 30,011 61,434


Fuel and power 22 1,010
Rent, rates and taxes 83 66
Insurance 233 230
Travelling and entertainment 2,030 1,962
Postage, communication and stationery 1,098 821
Legal and professional charges 6,585 7,867
Auditors' remuneration 20.2 1,836 1,709
Depreciation 5.4 1,182 497
Others 4,678 2,826
47,758 78,422

20.1 Salaries, wages and other benefits include a net charge of Rs. 4.622 million (2017: Rs. 2.064
million) in respect of staff retirement benefits.
November 30, November 30,
20.2 Auditors' remuneration 2018 2017
(Rupees in '000)
Audit fee - annual 895 910
Fee for half yearly review 324 320
Other certifications 617 479
1,836 1,709

21. VOLUNTARY SEPARATION SCHEME (VSS)

VSS programme is in place for the last few years to achieve rationalisation and corporate
restructuring of the Company. Aggregate cost is Rs. 22.798 million (2017: Rs. 39.048
million) including Rs. Nil (2017: Rs. 12.58 million) pertaining to discontinued operations.

November 30, November 30,


Note 2018 2017
(Rupees in '000)
Selling, marketing and distribution expenses 19,298 -
Administrative expenses 3,500 26,468
22,798 26,468

22. OTHER INCOME

Income from financial assets


Profit on saving accounts and term deposits 58,998 22,888

Income from non-financial assets


Gain on disposal of property, plant
and equipment - net 5.6 1,919 1,889
Exchange gain - 739
Liabilities no longer payable written back 9,613 5,878
Export rebate claims and recovery of export freight - 664
Recovery of debts earlier provided - 18,199
70,530 50,257

60
November 30, November 30,
2018 2017
23. OTHER EXPENSES (Rupees in '000)

Central research fund 243 -


Non recoverable advances written off - 1,978
Deposits written off 1,855 658
Provision of margin deposits - 4,838
2,098 7,474

24. FINANCE COSTS

Net exchange loss 27,161 -


Bank charges 1,071 1,567
28,232 1,567

25. TAXATION

Current 35,314 11,442


Deferred - 17,767
35,314 29,209

25.1 Reconciliation of effective tax rate

Profit / (loss) before taxation 24,196 (29,648)

Tax at the applicable rate of 29% (2017: 30%) 7,017 (8,894)


Effect of income taxable under presumptive tax regime 20,103 19,583
Charge of deferred tax asset - 17,767
Minimum turnover tax 6,934 -
Tax effect of others items 1,260 753
35,314 29,209

25.2 Sufficient provision for tax has been made in these financial statements taking into account
the profit or loss for the year and various admissible and inadmissible allowances and
deduction under the Income Tax Ordinance, 2001. Position of provision and assessment
including returns filed and deemed assessed for last three years are as follows:

2017 2016 2015


--------------- (Rupees in '000) ---------------

Tax provision 357,252 93,751 45,012

Tax assessed 119,037 53,761 43,279

The tax assessed amount stated above for all three years represents the amount as per
return filed.

61
26. DISCONTINUED OPERATIONS

The revenues and related expenses related to manufacturing plant, Anne French and non-
core products which are part of disposal group are as follows:

November 30, November 30,


2018 2017
(Rupees in '000)

26.1 Results of discontinued operations

Net Sales - 702,427


Expenses - 758,058
Results from operating activities - (55,631)

Gain on sale of plant and brands - 1,440,293


Profit before taxation - 1,384,662

Taxation - 345,810
Profit from discontinued operations - net of tax - 1,038,852

26.2 CASH FLOWS FROM DISCONTINUED


OPERATIONS

Net cash generated from operating activities - 54,993

27. EARNINGS PER SHARE - Basic and Diluted

(Loss) after taxation - Continuing operations (11,118) (58,857)


Profit after taxation - Discontinued operations - 1,038,852
(Loss) / Profit for the year (11,118) 979,995

(Number of shares)

Weighted average number of ordinary shares


outstanding during the year 1,421,609 1,421,609

(Rupees)

Loss per share - basic and diluted -


Continuing operations (7.82) (41.40)

Earnings per share - basic and diluted -


Discontinued operations - 730.76

Total loss / earnings per share - basic and diluted (7.82) 689.36

62
28. REMUNERATION OF CHIEF EXECUTIVE, DIRECTORS AND EXECUTIVES

The aggregate amounts charged in the financial statements for remuneration including certain
benefits to the Chief Executive, Directors and Executives of the Company are as follows:

November 30, 2018 November 30, 2017


*Chief *Chief
Executive *Directors Executives Executive *Directors Executives
-------------------------------------- (Rupees in '000) -------------------------------------
Managerial
remuneration - - 46,058 - - 45,268
Bonus - - 3,706 - - 2,764
Medical expenses - - 2,529 - - 2,169
Retirement benefits - - 13,019 - - 8,475
Directors meeting fees - 1,680 - - 2,020 -
- 1,680 65,312 - 2,020 58,676

Number of persons 1 5 18 1 6 19

* Rs. 2.955 million (2017: Rs. 12.118 million) and Rs. Nil (2017: Rs. 6.280 million) have been
charged in these financial statements on account of allocation of cost of services provided by
Chief Executive and one Director (2017: two Directors) respectively of associated company.

28.1 In addition to the above, some of the executives are provided with Company owned and
maintained cars and their residential telephone bills are also paid by the Company.

28.2 Comparative figures have been restated to reflect changes in the definition of Executive as
per Companies Act, 2017.

28.3 Further, the impact of benefits available to executives recognised by the Company in the
expenses during the year on account of share-based payment plan aggregate to Rs. 1.646
million (2017: Rs. 1.241 million).

28.4 Number of Employees


November 30, November 30,
2018 2017

Total number of employees as of the reporting date 82 83

Average number of employees during the year 82 142

63
29. DEFINED BENEFIT PLANS

As mentioned in note 4.7, the Company operates approved funded pension and gratuity
schemes. The latest actuarial valuations of the schemes were carried out as at November 30,
2018. Projected Unit Credit Method using the following significant assumptions was used for
these valuations:

November 30, November 30,


2018 2017

Discount rate 12.25% per annum 8.50% per annum

Expected rate of increase in salary 11.75% per annum 8.00% per annum

Pension increase 4.5% per annum 1.00% per annum

Minimum wage increase 7.5% per annum 4.00% per annum

29.1 The disclosures made in notes 29.2 to 29.6 and 29.9 are based on the information included
in the actuarial valuation as of November 30, 2018 and November 30, 2017.

29.2 Balance sheet reconciliation

November 30, 2018 November 30, 2017


Gratuity Pension Total Gratuity Pension Total

-------------- (Rupees in '000) ------------- -------------- (Rupees in '000) -------------


Present value of
defined benefit
obligation 86,235 58,419 144,654 78,438 53,726 132,164

Fair value of
plan assets 11,415 (58,756) (47,341) 50,294 (97,555) (47,261)

Funded status 97,650 (337) 97,313 128,732 (43,829) 84,903

64
November 30, 2018 November 30, 2017
Gratuity Pension Total Gratuity Pension Total
---------- (Rupees in '000) ---------- ---------- (Rupees in '000) ----------
29.3 Movement in present value of
defined benefit obligation

Present value of defined benefit


obligation at beginning of the year 78,438 53,726 132,164 185,968 55,488 241,456
Current service cost 4,232 76 4,308 6,679 102 6,781
Interest cost 6,598 4,298 10,896 14,901 4,330 19,231
Past service cost - - - 21,702 - 21,702
Remeasurement of change in
financial assumptions
Remeasurement of obligation (1,043) 5,531 4,488 7,462 (417) 7,045
Benefits paid (1,990) (5,212) (7,202) (158,274) (5,777) (164,051)
Present value of defined benefit
obligation at end of the year 86,235 58,419 144,654 78,438 53,726 132,164

29.4 Movement in the fair value of


plan assets

Fair value of plan assets at


beginning of the year (50,294) 97,555 47,261 101,030 96,265 197,295
Expected return on plan assets (4,046) 8,024 3,978 9,905 6,313 16,218
Remeasurement of plan assets 4,391 (7,589) (3,198) (9,981) 754 (9,227)
Inter fund transfer 34,023 (34,023) - - - -
Actual contributions by employer 6,501 - 6,501 7,026 - 7,026
Benefits paid (1,990) (5,211) (7,201) (158,274) (5,777) (164,051)
Fair value of plan assets at end of
the year (11,415) 58,756 47,341 (50,294) 97,555 47,261

29.5 Components of defined


benefit cost

Charge for the year to be


recognised in profit and loss
Current service cost 4,232 76 4,308 6,679 102 6,781
Interest cost 6,598 4,298 10,896 14,901 4,330 19,231
Expected return on plan assets 4,046 (8,024) (3,978) (9,905) (6,313) (16,218)
Past service cost - vested - - - 21,702 - 21,702
14,876 (3,650) 11,226 33,377 (1,881) 31,496

Defined benefit cost recognised in


Other Comprehensive Income
(OCI)

Loss / (gain) on obligation (1,043) 5,531 4,488 7,462 (417) 7,045


Gain on plan asset (4,391) 7,589 3,198 9,981 (754) 9,227
Net loss / (gain) (5,434) 13,120 7,686 17,443 (1,171) 16,272

65
November 30, 2018 November 30, 2017
Gratuity Pension Total Gratuity Pension Total
---------- (Rupees in '000) ---------- ---------- (Rupees in '000) ----------
29.6 Movement in amounts
(receivable from) / payable to
defined benefit plan

Balance at beginning of the year 128,732 (43,829) 84,901 84,938 (40,777) 44,161
Charge / (reversal) for the year 14,876 (3,650) 11,226 33,377 (1,881) 31,496
Contributions during the year (6,501) - (6,501) (7,026) - (7,026)
Inter-Fund Transfer (34,023) 34,023 - - - -
Total remeasurements recognised
in OCI (5,434) 13,120 7,686 17,443 (1,171) 16,272
Balance at end of the year 97,650 (337) 97,313 128,732 (43,829) 84,903

29.7 Remeasurements during the year

Actuarial (gain) / loss on obligation


(Gain) / loss due to change in
financial assumptions - - - - - -
(Gain) / loss due to investment
return (4,391) 7,589 3,198 9,981 (754) 9,227
(Gain) / loss due to change in
experience adjustments (1,043) 5,531 4,488 7,462 (417) 7,045
Total actuarial (gain) / loss on
obligation (5,434) 13,120 7,686 17,443 (1,171) 16,272

Actuarial (gain) / loss on plan assets


Gain on plan assets - - - - - -

Total re-measurement (gain) / loss


for the year (5,434) 13,120 7,686 17,443 (1,171) 16,272

29.8 Major categories / composition of


plan assets are as follows:

Government bonds 11,197 90,700 101,897 9,706 88,271 97,977


Bank deposits 1,284 443 1,727 - 9,285 9,285
Debtors / (Creditors) (23,896) (32,388) (56,284) (60,000) - (60,000)
(11,415) 58,755 47,340 (50,294) 97,556 47,262

29.9 Amounts for the current year and previous four annual periods of the fair value of plan assets,
present value of defined benefit obligation and surplus arising thereon is as follows:

As at 30 November 2018 2017 2016 2015 2014


------------------------- (Rupees in '000) ------------------------
Present value of defined
benefit obligation 144,654 132,164 241,456 237,253 226,171
Fair value of plan assets (47,341) (47,261) (197,295) (195,735) (168,648)
Deficit / (surplus) 97,313 84,903 44,161 41,518 57,523

66
29.10 Components of defined benefit Gratuity Pension Total
cost for the next year
--------------- (Rupees in '000) ---------------

Current service cost 4,625 77 4,702


Net interest cost / (income) 10,931 (43) 10,888
15,556 34 15,590

29.11 Maturity profile of the defined benefit obligation

2019 1,844 7,135 8,979


2020 9,023 7,303 16,326
2021 1,980 7,420 9,400
2022 2,251 7,512 9,764
2023 6,629 7,577 14,206
2024 - 2028 59,885 38,467 98,352

29.12 Sensitivity analysis on significant actuarial assumptions: Actuarial Liability

Discount rate +1% (11,587)


Discount rate -1% 13,396
Salary increase +1% 10,052
Salary increase -1% (8,781)
Pension increase +1% 3,552
Pension increase -1% (3,120)
Minimum wage increase +1% (78)
Minimum wage increase -1% 73

29.13 The expected return on plan assets was determined by considering the expected returns
available on the assets underlying the current investment policy.

29.14 The Company expects to contribute Rs. 16.831 million in next year towards gratuity fund.

29.15 During the year, the Company contributed Rs. 5.283 million (2017: Rs. 9.395 million) to
the provident fund.

29.16 Provident fund November 30, December 31,


2018 2017
(Unaudited) (Audited)
(Rupees in '000)
Net assets of the fund 97,800 92,396
Cost of investments made (actual investment made) 69,376 65,089
Cost of investments / net assets of the fund 71% 70%
Fair value of investments 90,246 83,463

Break-up of Investments of provident fund

Break-up of investments in terms of amount and percentage of the size of the provident fund
are as follows:

67
November 30, 2018 December 31, 2017
(Unaudited) (Audited)
Investments % of Investments % of
(Rupees in '000) investment as (Rupees in '000) investment as
size of the fund size of the fund
Fair value

Defence Saving Certificates 31,530 35% 28,375 34%


Pakistan Investment Bonds 55,912 62% - 0%
Balances with banks in
Savings account 2,804 3% 55,088 66%
90,246 100% 83,463 100%

All investments in collective investment schemes, listed equity and listed debt securities out
of aforementioned fund have been made in accordance with the provisions of section 218 of
the Companies Act 2017, and the conditions specified thereunder.

30 SHARE-BASED REWARD PLANS

30.1 Details of the share-based reward plans are as follows:

November 30, 2018 November 30, 2017


TSRU's Stock RSU's TSRU's Stock RSU's
Options Options
-------------------------- (Number of shares) --------------------------
Outstanding as at
December 1 2,077 2,353 633 1,253 3,254 685
Granted during the year 791 173 824 - 152
Dividend equivalent units - - - - - 25
Exercised during the year - (388) (221) - (901) (229)
Outstanding as at
November 30 2,868 1,965 585 2,077 2,353 633

30.2 The weighted average exercise price of stock options are as follows:

November 30, 2018 November 30, 2017


TSRU's Stock RSU's TSRU's Stock RSU's
Options Options
--------------------------------- (in US$) ---------------------------------
Outstanding as at
December 1 32.14 27.50 32.84 30.59 27.50 32.33

Granted during the year 35.74 - 35.74 36.26 - 36.26

Outstanding as at
November 30 33.26 27.82 33.18 31.97 28.85 32.84

68
30.3 The fair value of services received in return for share options granted is based on the fair
value of share options granted, measured using a Black scholes model, with the following
inputs:
November 30, November 30,
Fair value of share options and assumptions 2018 2017

Share price $35.74 $31.97


Expected volatility (weighted average volatility) 20.02% 18.39%
Option life (expected weighted average life) 5 years 6.75 years
Expected dividends $1.36 $1.28

Expected volatility of share price of Pfizer Inc. USA, (the ultimate parent company) was
determined using both implied and historical volatility rates.

30.4 The total expense recognised for the year arising from share-based payment transactions is
Rs. 1.647 million (2017: Rs. 1.241 million).

31. TRANSACTIONS WITH RELATED PARTIES

The related parties comprise the ultimate parent company (Pfizer Inc., USA), related group
companies, staff retirement benefits, directors, key management personnel and close members
of the family of all the aforementioned related parties. The Company in the normal course
of business carries out transactions with various related parties.

31.1 Details of transactions with related parties, other than those which have been specifically
disclosed elsewhere are as follows:

Relationship with Nature of November 30, November 30,


the company transactions 2018 2017
(Rupees in '000)
Associated Companies Sale of goods 23,243 120,875
Purchase of goods 626,865 315,907

Associated Companies Services received 7,218 38,113


Services rendered 75,269 61,685
Reimbursement of expenses 9,630 -

Staff retirement Contribution to:


- Defined contribution plans 10,135 9,395
- Defined benefit plans 6,501 7,026

Ultimate Parent Company Dividend paid 307,509 343,385

Common Directorship Fee for receiving legal


services 675 807

69
31.2 The following are the related parties with whom the Company had entered into transaction
or have arrangement / agreement in place:

Name of the Basis of Aggregate %


Related Party association of Shareholding

Pfizer Pakistan Limited Associated Company 0.0001%

Wyeth Employees Gratuity fund Staff Retirement Fund N/A

Wyeth Provident Fund Staff Retirement Fund N/A

Wyeth Pension fund Staff Retirement Fund N/A

Wyeth DC Pension fund Staff Retirement Fund N/A

Vellani & Vellani Common Directorship N/A

31.3 Details of related parties, including those incorporated outside Pakistan, with whom the
Company had entered into transactions or have arrangement / agreement in place are as
below:

Name Registered Address Basis of Aggregate % Name of CEO


and Country Association of shareholding
of Incorporation

Pfizer Service Hoge Wei 10, 1930 Associated N/A Marc Keenan
Company BVBA Zaventem, Belgium Company

Pfizer Innovative Hoge Wei 10, 1930 Associated N/A Marc Keenan
Supply Point. Intl Zaventem, Belgium Company

Wyeth LLC USA 235 East 42 Street, Holding 40.55% Kristen J


New York, USA Company Axelsen Carmel

Wyeth Holdings 235 East 42 Street, Holding 31.55% Kristen J


LLC, USA New York, USA Company Axelsen Carmel

Pfizer 8,1209 Rockwell Ultimate N/A Brent Robert


Incorporation Dr, Makati, Philippines Parent Denning

All above entities are operational and further, the independent auditor of the above entities
has issued an unqualified opinion on the latest available financial statements.

70
November 30, November 30,
Note 2018 2017
(Rupees in '000)
32. CASH GENERATED FROM
OPERATIONS

(Loss) / Profit for the year after tax (11,118) 979,995

Adjustments for non-cash charges and other items:


Net increase in reserve for share-based payment plans 1,647 1,241
Charge for defined benefit plans 11,227 31,496
Actuarial losses recognized in other
comprehensive account (7,686) (17,864)
Depreciation 4,638 10,167
Provision for slow moving and obsolete stock-in-trade 77,999 15,614
Reversal of provision for doubtful debts - (30,861)
Net gain on disposal of property, plant and equipment (1,919) (1,439,148)
Profit on bank deposits (58,998) (22,888)
Tax expense 35,314 375,019
Working capital changes 32.1 9,420 228,556
60,524 131,327

32.1 Working capital changes

(Increase) / decrease in current assets:


Spares - 35,006
Stock-in-trade 291,129 507,736
Trade debts 17,306 30,620
Loans and advances 47,249 (95,741)
Deposits, prepayments and other receivables 54,845 (320,799)
Long term loans to employees (10,428) 3,186
Long term deposits 3,822 6,212
Retirement benefit plans 1,068 9,363
404,991 175,583
(Decrease) / increase in current liabilities:
Trade and other payables (395,571) 52,973
9,420 228,556

33. OPERATING SEGMENTS

The financial information has been prepared on the basis of a single reportable segment.

33.1 The sales percentage by geographic region is as follows:


November 30, November 30,
2018 2017
(Percentage)
Pakistan 98.3% 94.2%
Other Asian countries 1.7% 5.8%
100% 100%

71
33.2 All non-current assets of the Company as at November 30, 2018 are located in Pakistan.

33.3 Sales to two major customers of the Company is around 63.71% during the year ended
November 30, 2018 (2017: 55.93%).

34. CASH AND CASH EQUIVALENTS


November 30, November 30,
Note 2018 2017
(Rupees in '000)
Cash and bank balances 12 907,654 1,367,165

35. FINANCIAL INSTRUMENTS BY CATEGORY AND FAIR VALUE MEASUREMENT

The following table shows the carrying amounts financial assets and financial liabilities along
with fair value measurement hierarchy.

Carrying Amount Fair value


Loans and Other Other Total Level 1 Level 2 Level 3
receivables financial financial
assets liabilities
------------------------------------ (Rupees in '000) ------------------------------------

Financial assets not measured


at fair value
Loans to employees 16,901 - - 16,901 - - -
Long term deposits 1,095 - - 1,095 - - -
Loans and advances 62,149 - - 62,149 - - -
Deposits and other receivables 294,881 - - 294,881 - - -
Interest accrued 7,598 - - 7,598 - - -
Trade debts 17,405 - - 17,405 - - -
Cash and bank balances - 907,654 - 907,654 - - -

As at 30 November 2018 400,029 907,654 - 1,307,683 - - -

As at 30 November 2017 502,439 1,367,165 - 1,869,604 - - -

Financial liabilities not


measured at fair value
Trade and other payables - - 355,017 355,017 - - -
Unclaimed dividend - - 10,759 10,759 - - -

As at 30 November 2018 - - 365,776 365,776 - - -

As at 30 November 2017 - - 682,231 682,231 - - -

Management considers that fair value of above assets and liabilities approximate their carrying
amount due to short term nature of these assets and liabilities or fair value not significantly
different to their carrying amounts owing to credit standing of counter parties.

72
36. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

The Company has exposure to the following risks from its use of financial instruments:

- Credit risk

- Liquidity risk

- Market risk

The Board of Directors has overall responsibility for the establishment and oversight of
Company’s risk management framework. The Board is also responsible for developing and
monitoring the Company's risk management policies.

Risk management systems are reviewed regularly by the Board to reflect changes in market
conditions and the Company's activities. The company, through its training and management
standards and procedures, aims to develop a disciplined and constructive control environment
in which all employees understand their roles and obligations.

The Audit Committee oversees compliance by management with the Company's risk management
policies and procedures, and reviews the adequacy of the risk management framework in
relation to the risks faced by the Company.

36.1 Credit risk

Exposure to credit risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a
financial instrument fails to meet its contractual obligations, and arises principally from the
trade debts, loans and advances, trade deposits and other receivables. To reduce exposure to
credit risk the Company has developed a formal approval process whereby credit limits are
applied to its customers. The management also continuously monitors the credit exposure
towards the customers. Outstanding customer balances are regularly reviewed.

The carrying amount of financial assets represents the maximum credit exposure before any
credit enhancements.

The maximum exposure to credit risk at the reporting date is given below:

November 30, November 30,


2018 2017
(Rupees in '000)

Loans to employees 16,901 1,366


Long-term deposits 1,095 4,917
Trade debts 17,405 34,711
Loans and advances 62,149 65,367
Interest accrued 7,598 2,881
Trade deposits and other receivables 294,881 393,197
Bank balances 907,654 1,367,165
1,307,683 1,869,604

73
36.1.1 Credit risk is mitigated as the Company has an advance cash receipt model for all its
domestic distributors. Accordingly, the Company believes that it is not exposed to any major
concentration of credit risk in respect of trade debtors.

36.1.2 The bank balances represents low credit risk as they are placed with reputed banks with
strong credit ratings.

36.1.3 The aging of trade debtors at the balance sheet date is as follows:

November 30, November 30,


2018 2017
(Rupees in '000)
Not past due 17,405 34,711
Past due and impaired - -
17,405 34,711

36.2 Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations
as they fall due. The Company’s approach to managing liquidity is to ensure, as far as
possible, that it will always have sufficient liquidity to meet its liabilities when due, under
both normal and stressed conditions, without incurring unacceptable losses or risking damage
to the Company's reputation. The following are the contractual maturities of financial
liabilities based on the remaining period at the balance sheet date to maturity date.

November 30, 2018


Carrying Contractual Six Six to One
Amount cash flows months twelve to two
or less months years
--------------------------------- (Rupees in '000) ---------------------------------

Financial liabilities

Creditors 94,957 94,957 (94,957) - -


Accrued liabilities 155,526 155,526 (155,526) - -
Accumulated compensated
absences 6,884 6,884 (6,884) - -
Payable to provident fund - - - - -
Payable to gratuity fund 97,650 97,650 (97,650) - -
Unclaimed dividend 10,759 10,759 (10,759) - -
365,776 365,776 (365,776) - -

It is not expected that the cash flows included in the maturity analysis could occur significantly
earlier, or at significantly different amount.

74
November 30, 2017
Carrying Contractual Six Six to One
Amount cash flows months twelve to two
or less months years
--------------------------------- (Rupees in '000) ---------------------------------
Financial liabilities

Creditors 318,820 318,820 (318,820) - -


Accrued liabilities 224,109 224,109 (224,109) - -
Accumulated compensated
absences 6,507 6,507 (6,507) - -
Payable to provident fund 116 116 (116) - -
Payable to gratuity fund 128,732 128,732 (128,732) - -
Unclaimed dividend 3,947 3,947 (3,947) - -
682,231 682,231 (682,231) - -

36.3 Market risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will
fluctuate because of changes in market prices. Market risk comprise of foreign currency
risk, interest rate risk and other price risk. The objective of market risk management is to
manage and control market risk exposures within an acceptable range.

36.3.1 Foreign Currency risk

Foreign currency risk is the risk that the fair value of future cash flows of a financial
instrument will fluctuate because of changes in foreign exchange rates. Foreign currency
risk arises mainly where receivables and payables exist due to transactions entered into are
denominated in foreign currencies.

Following is the gross balance sheet exposure classified into foreign currency:

November 30, November 30,


2018 2017
Amount in USD

Other receivables - 130,843


Creditors (613,728) (956,696)
Gross balance sheet exposure (613,728) (825,853)

The average rate for US Dollars during the year was USD 1 = Rs. 118.49 (2017: USD 1 =
Rs. 105.13) and the rate at year end was USD 1 = Rs.141.00 (2017: USD 1 = Rs. 105.38).

36.3.2 Sensitivity analysis

At reporting date, if the Pak Rupee had strengthened / weakened by 10% against the US
Dollar with all other variables held constant, post-tax profit for the year would have been
higher / lower by Rs. 8.68 million (2017: Rs. 8.70 million).

75
36.3.3 Interest rate risk

Interest rate risk is the risk that the value of a financial instrument will fluctuate due to
change in the market interest rate. As at November 30, 2018, Rs. 907.65 million (2017:
Rs. 1367.17 million) interest bearing financial assets are on fixed interest rates, hence
management believes that the Company is not materially exposed to interest rate changes.

37. CAPITAL RISK MANAGEMENT

The Company's objectives when managing capital are to safeguard the Company's abilty to
continue as a going concern in order to provide returns for shareholders and benefits for
other stakeholders and to maintain an optimal capital structure to support the sustained
development of its business.

The current capital structure of the Company is equity based with minimal or no financing
through borrowings.

38 CORRESPONDING FIGURES

Corresponding figures have been rearranged and reclassified, wherever considered necessary
and to comply with the requirements of Companies Act, 2017.

39. EVENTS AFTER BALANCE SHEET DATE

The Board of Directors have proposed a final cash dividend for the year ended
November 30, 2018 of Rs. 50 (2017: Rs. 300) per share, amounting to Rs. 71.080 million
(2017: Rs. 426.483 million) at their meeting held on March 01, 2019 subject to the approval
of members at the annual general meeting to be held on March 28, 2019.

The Board of Directors in its meeting held on March 01, 2019 approved the transfer of
Rs. 400 million from Unappropriate Profits to General Reserve.

These financial statements do not reflect the final cash dividend as this has been proposed
subsequent to the balance sheet date.

40. DATE OF AUTHORISATION

These financial statements were authorized for issuance by the Board of Directors of the
Company on March 01, 2019.

S. M. Wajeehuddin M. Z. Moin Mohajir Kashif Shafi


Chief Executive Director Chief Financial Officer

76
SIX YEARS AT A GLANCE
from 2013 to 2018

(Rupees in '000)
2013 2014 2015 2016 2017 2018
(Restated)
Sales 3,115,717 3,054,725 2,674,709 2,770,780 1,829,096 1,192,352

Cost of sales 2,530,654 2,595,819 2,332,608 2,264,245 1,457,125 985,842

Gross profit 585,063 458,906 342,101 506,535 371,971 206,510

Selling,marketing, distribution
and administrative expenses 539,644 514,489 286,536 284,163 397,781 222,514

Other operating income /


(expenses) - net 11,233 42,030 26,880 (26,278) 1,383,024 68,432

Operating profit / (loss) 56,652 (13,553) 82,445 196,094 1,357,214 52,428

Finance cost 208 339 1,112 1,315 2,200 28,232

Profit/ (loss) before taxation 56,444 (13,892) 81,333 194,779 1,355,014 24,196

Taxation 39,643 70,660 49,316 81,963 375,019 35,314

Profit/ (loss) after taxation 16,801 (84,552) 32,017 112,816 979,995 (11,118)

Shareholders' equity 1,207,231 1,093,295 1,140,762 1,224,526 1,711,659 1,268,019

Property, plant and equipment 207,974 264,195 382,239 16,900 6,650 13,485

Current assets 1,453,802 1,345,947 1,288,636 1,923,697 2,558,997 1,664,455

Current liabilities 499,878 545,626 551,013 745,394 860,271 422,810

Current ratio 2.91 2.47 2.34 2.58 2.97 3.94

Dividend 20% - 20% 35% 600% 50%

Number of employees as at
November 30 231 195 187 173 83 82

77
PATTERN OF SHAREHOLDING
AS AT NOVEMBER 30, 2018

NO. OF HAVING SHARES


SHARES HELD PERCENTAGE
SHAREHOLDERS FROM TO

939 1 100 27,127 1.91


182 101 500 45,657 3.21
29 501 1000 21,665 1.52
27 1001 5000 48,153 3.39
1 5001 10000 6,000 0.42
1 10001 15000 10,201 0.72
1 15001 20000 16,040 1.13
1 50001 55000 52,374 3.68
1 55001 60000 57,788 4.07
1 110001 115000 111,574 7.85
1 445001 450000 448,560 31.55
1 575001 580000 576,470 40.55

1,185 1,421,609 100.00

CATEGORIES OF SHAREHOLDERS
AS AT NOVEMBER 30, 2018

PARTICULARS SHAREHOLDERS SHAREHOLDING PERCENTAGE

Associated companies 2 1,025,030 72.10


NIT 2 114,574 8.06
Directors, Chief Executive and their 6 127 0.01
spouses and minor children
Banks, DFI & NBFI 1 59,477 4.18
Insurance companies 2 68,414 4.81
Residents Individuals 1,128 134,314 9.45
Non - resident Individuals 32 6,056 0.43
Others 12 13,617 0.96
COMPANY TOTAL 1,185 1,421,609 100.00

78
CATEGORIES OF SHAREHOLDERS
AS AT NOVEMBER 30, 2018

Information under clause xvi (j) of the Code of Corporate Governance

Category No. Categories of Shareholders Number of Percentage


shares held
1 Associated companies, undertakings
and related parties
Wyeth LLC, U.S.A 576,470 40.5505
Wyeth Holdings Corporation, U.S.A. 448,560 31.5530
2 NIT 114,574 8.0595
3 Directors, Chief Executive and their
spouses and minor children
S.M. Wajeehuddin 2 0.0001
Ifthikhar Soomro 2 0.0001
Iqbal Bengali 2 0.0001
Syed Zakwan Ahmed 1 0.0001
Badaruddin Fatehali Vellani 100 0.0070
Muhammad Zindah Moin Mohajir 20 0.0014
4 Public Sectors Companies and corporations Nil Nil
5 Banks, Developments Financial Institutions,
Non-Banking Financial Institutions,
Insurance Companies, Modarabas and
Mutual Funds
National Bank of Pakistan 59,477 4.1838
State Life Insurance Corp. of Pakistan 52,374 3.6841
Efu General Insurance Ltd 16,040 1.1283
Trustee National Bank of Pakistan
Employees Pension Fund 10,201 0.7176
Trustee National Bank of Pakistan
Emp Benevolent Fund Trust 358 0.0252
Memon Securities (Pvt.) Limited 60 0.0042
Irfan Mazhar Securities (Pvt) Ltd. 80 0.0056
Ncc - Pre Settlement Delivery Account 60 0.0042
Intermarket Securities Limited - MF 1,900 0.1337
Mra Securities Limited - MF 200 0.0141
6 Shareholders holding five percent or more
voting interest in the Listed Company
Wyeth LLC, U.S.A 576,470 40.5505
Wyeth Holdings Corporation, U.S.A. 448,560 31.5530
CDC - Trustee National Investment
(Unit) Trust
CDC - Trustee National Investment
(Unit) Trust 114,574 8.0595

79
FORM OF PROXY
70th Annual General Meeting
I, We of

(full address) being a member of Wyeth Pakistan Limited

hereby appoint

of (full address) or failing him

of (full
address) as my / our Proxy to attend and vote for me / us and on my / our behalf at the 70th Annual
General Meeting of the Company to be held on Thursday, March 28, 2019 at 11:30 a.m. and any
adjournment thereof.

As witness my/our hand this day of 2019 signed

by in presence of

Please affix
Revenue
Stamp of
Rs 5.00

Signature and address of Witness Signature of Member

Folio No. / CDC Account and Number of Shares held


Participant’s CNIC Number

1. A member entitled to attend and vote at Annual General Meeting is entitled to appoint a proxy
to attend and vote instead of him. A proxy must be a member of the Company.

2. The instrument appointing a proxy should be signed by the member or by his attorney duly
authorized in writing. If the member is a corporation its common seal should be affixed to the
instrument.

3. The instrument appointing a proxy, together with the Power of Attorney if any under which it is
signed or a notarilly certified copy thereof, should be deposited at the Registered Office of the
Company not less that 48 hours before the time for holding the meeting.

4. In case of Proxy for any individual beneficial owner of CDC, entitled to attend and vote at this
meeting, it is necessary to deposit the attested copies of beneficial owner’s Computerized National
Identity Card (CNIC), Account and Participant’s CNIC numbers. The Proxy shall produce his
original CNIC at the time of the meeting. Representative of corporate members should bring the
usual documents for such purpose.

You might also like