Wyeth Pakistan Annual Report 2018 1
Wyeth Pakistan Annual Report 2018 1
Wyeth Pakistan Annual Report 2018 1
Mission Values
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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)
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
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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
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
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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.
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.
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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:
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.
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.
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
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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:
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].
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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.
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.
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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.
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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.
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.
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.
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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:
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:
* 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.
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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.
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.
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.
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:
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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:
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:
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:
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Mr. M. Z. Moin Mohajir
Mr. Badaruddin F. Vellani
Mr. Iftikhar Soomro
Mr. S. M. Wajeehuddin
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.
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79 78
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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:
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.
The committee has developed a policy framework for determining remuneration of directors
(both executive and non-executive directors).
Iftikhar Soomro
Chairman
March 01, 2019
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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
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.
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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
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
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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.
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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.
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 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:
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;
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.
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.
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.
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.
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
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
34
STATEMENT OF PROFIT OR LOSS
FOR THE YEAR ENDED NOVEMBER 30, 2018
(16,004) (70,864)
52,428 (28,081)
DISCONTINUED OPERATIONS
(Rupees)
35
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED NOVEMBER 30, 2018
2018 2017
(Rupees in '000)
36
STATEMENT OF CASHFLOWS
FOR THE YEAR ENDED NOVEMBER 30, 2018
(Rupees in '000)
CASH FLOWS FROM OPERATING ACTIVITIES
37
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED NOVEMBER 30, 2018
Balance as at November 30, 2017 142,161 931,753 22,089 953,842 615,656 1,711,659
Balance as at November 30, 2018 142,161 505,270 23,736 529,006 596,852 1,268,019
38
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED NOVEMBER 30, 2018
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.
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
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:
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.
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.
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.
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.
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
Companys 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 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.
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 Companys 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 Companys financial statements.
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.
- 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 Companys financial statements.
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.
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.
Stock in trade are valued at the lower of cost and net realisable value. Cost is determined
using first-in first-out method.
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.
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.
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.
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.
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.
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
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.
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 Companys 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 assets 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.
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.
47
5. PROPERTY PLANT AND EQUIPMENT
November 30, November 30,
Note 2018 2017
(Rupees in '000)
-----------------------(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
Disposals
Cost 6,556 10,083 16,639
Accumulated depreciation (5,849) (9,718) (15,567)
707 365 1,072
Disposals
Cost 8,413 - 8,413
Accumulated depreciation (7,749) - (7,749)
664 - 664
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) ---------------------------------
Cost
As at Additions / Transfer to operating As at
December 1, adjustment property, plant and November 30,
2016 equipment 2017
--------------------------------- (Rupees in '000) ---------------------------------
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:
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
6.1 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:
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:
- 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
7.2 No deferred tax asset has been recognised at year end as taxable profit under normal tax
regime may not be sufficient.
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.
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
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
53
November 30, November 30,
Note 2018 2017
(Rupees in '000)
11.3 Receivable from ICI Pakistan Limited
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.
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.
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.
14.1 Creditors include Rs. 66.707 million (2017: Rs. 63.020 million) payable to associated
undertakings.
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.
16.1 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 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.
1,192,352 1,126,669
58
November 30, November 30,
Note 2018 2017
(Rupees in '000)
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.
19.1 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)
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
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.
60
November 30, November 30,
2018 2017
23. OTHER EXPENSES (Rupees in '000)
25. TAXATION
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:
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:
Taxation - 345,810
Profit from discontinued operations - net of tax - 1,038,852
(Number of shares)
(Rupees)
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:
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).
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:
Expected rate of increase in salary 11.75% per annum 8.00% 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.
Fair value of
plan assets 11,415 (58,756) (47,341) 50,294 (97,555) (47,261)
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
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
29.9 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:
66
29.10 Components of defined benefit Gratuity Pension Total
cost for the next year
--------------- (Rupees in '000) ---------------
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.
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
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.
30.2 The weighted average exercise price of stock options are as follows:
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
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).
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:
69
31.2 The following are the related parties with whom the Company had entered into transaction
or have arrangement / agreement in place:
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:
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
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
The financial information has been prepared on the basis of a single reportable segment.
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%).
The following table shows the carrying amounts financial assets and financial liabilities along
with fair value measurement hierarchy.
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
Companys 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.
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:
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:
Liquidity risk is the risk that the Company will not be able to meet its financial obligations
as they fall due. The Companys 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.
Financial liabilities
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
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.
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:
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).
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.
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.
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.
These financial statements were authorized for issuance by the Board of Directors of the
Company on March 01, 2019.
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
Selling,marketing, distribution
and administrative expenses 539,644 514,489 286,536 284,163 397,781 222,514
Profit/ (loss) before taxation 56,444 (13,892) 81,333 194,779 1,355,014 24,196
Profit/ (loss) after taxation 16,801 (84,552) 32,017 112,816 979,995 (11,118)
Property, plant and equipment 207,974 264,195 382,239 16,900 6,650 13,485
Number of employees as at
November 30 231 195 187 173 83 82
77
PATTERN OF SHAREHOLDING
AS AT NOVEMBER 30, 2018
CATEGORIES OF SHAREHOLDERS
AS AT NOVEMBER 30, 2018
78
CATEGORIES OF SHAREHOLDERS
AS AT NOVEMBER 30, 2018
79
FORM OF PROXY
70th Annual General Meeting
I, We of
hereby appoint
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.
by in presence of
Please affix
Revenue
Stamp of
Rs 5.00
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 owners Computerized National
Identity Card (CNIC), Account and Participants 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.