Welcome to PakSearch.com Pakistan's Premier Business Information
Service


For business information, annual reports, laws, ordinances, regulations and articles.




Google
 
Web Paksearch.com
Reckitt & Colman of Pakistan Limited
Annual Report 1998
CONTENTS
Notice of Meeting
Review of the Year
Comparison of Results
Report of the Directors
Auditors' Report to the Members
Profit and Loss Account
Balance Sheet
Cash Flow Statement
Notes to the Accounts
Pattern of Shareholding
List of Products
COMPANY INFORMATION
BOARD OF DIRECTORS
K.J. Dinshaw Chairman
Tariq Ikram Chief Executive
J.C.L. de Mel (Alternate:
Ishtiaqur Rehman)
M.F. Turrell Alternate:
S. Aslam Ali)
M. Waddington
Rasheed Y. Chinoy
Razi-ur-Rahman Khan (NIT)
Yusuf G. Mandviwala
COMPANY SECRETARY
Nadir A. Jamal
BANKERS
ANZ Grindlays Bank
Bank of America
Citibank N.A.
Hong Kong & Shanghai Banking Corporation
Muslim Commercial bank Ltd.
Prime Commercial Bank Ltd
Standard Chartered Bank
AUDITORS
A.F. Ferguson & Co.
SOLICITORS
Surridge & Beecheno
REGISTRARS
Ferguson Associates (Pvt) Ltd.
State Life Building 1-A
I.I. Chundrigar Road
P.O. Box 4716
Karachi 74000.
Tel: 2426682-6, 2426711-5
NOTICE OF MEETING
Notice is hereby given that the Forty-Eighth Annual General Meeting of the Company will be held at 10:30 a.m. on
Thursday, April 29, 1999 at the Karachi Marriott Hotel, Abdullah Haroon Road, Karachi, to transact the following
business:
1. To receive and consider the Statement of Accounts for the period ended December 31, 1998 and the Reports
of the Directors and Auditors thereon.
2. To declare a final dividend.
3. To appoint auditors and to fix their remuneration.
4. To elect eight Directors of the Company for a period of three years in accordance with the provisions of the
Companies Ordinance, 1984. The retiring Directors - Mr. K. J. Dinshaw, Mr. Tariq Ikram, Mr. R. Y. Chinoy,
Mr. J.C.L. de Mel, Mr. M. F. Turrell, Mr. Razi-ur-Rahman Khan, Mr. Y. G. Mandviwalla and Mr. M.
Waddington are eligible for re-election as Directors.
BY ORDER OF THE BOARD
NADIR A. JAMAL
March 10, 1999 Company Secretary
NOTES:
i. The Directors of the Company have fixed under Section 178(1) of the Companies Ordinance 1984, the
number of Directors to be elected at eight.
ii. The Share Transfer Books of the Company will be closed from April 20, 1999 to April 29, 1999, both days
inclusive.
iii. A Member entitled to attend the Annual General Meeting is entitled to appoint a proxy to attend and vote
instead of him/her. No person shall act as proxy (except for a corporation) unless he/she is entitled to be
present and vote in his/her own right. The completed proxy form must be received at the Registered Office
of the Company not less than 48 hours before the Meeting.
iv. Members are requested to communicate to the Company any change in their addresses.
REVIEW OF THE YEAR
Trading Performance
Sales at Rs. 2,247 mn increased by 13.1% over the previous year (last year growth: 27.9%) whereas Profit before tax
reduced to Rs. 200 mn from Rs. 254 mn last year. These are very reasonable results considering the odds, principally;
cautious consumer spending since the last few years amid recessionary conditions, no price increases on pharmaceuticals,
unfair competition from smuggled goods, additional levies on certain imported taws and locally manufactured goods.
Household Division sales rose by 18.3% achieving good volume growth for almost all core lines. This was the result of
strong marketing support and effective value-adding marketing strategies especially for our laundry care and household
insecticide product categories without the need for significant price increases. Sales volume of shoe polish, a major
part of our product portfolio, however, continued to suffer due unchecked smuggling into Pakistan of poor quality shoe
polishes via the Afghan Transit Trade mechanism at dumping prices. The Government has been repeatedly apprised of
the significant loss of revenue, both to the Government and the Company, but it is disappointing to note that so far
insufficient measures have been taken to check smuggling or to amend the Transit Trade Agreement. Despite this, the
overall Household business Operating Profit increased appreciably to Rs. 141 mn in 1998 because of effective
management of the Cost of Sales (up 9.6% only against sales increase of 18.3%) and of Selling and Admin expenses
inspite of higher investment in advertising and the settlement of the two-year Union Agreement.
Pharmaceutical sales were up 7.6% over last year. Profits in the Pharma Division, however, were significantly lower in
1998, and in fact there was an Operating Loss in the second half of the year. The major factors impacting profitability
were adverse exchange movement, imposition of levies on some of the major raw materials and finished goods, and
high cost of importation of glass bottles due sudden reduction in local manufacturing capacity. There was no compensatory
increase in prices allowed by the Government resulting in Operating Profit at Rs. 111 mn which was 47.3% lower than
last year.
After years of deliberations and persistent efforts, the recovery of the alleged arrears of Excise Duty on Dettol was
withdrawn by the Government and the case decided in favour of the Company. This has led to the reversal of Rs. 38 mn
previously provided for in the Accounts.
Demands raised for arrears of Sales Tax on Dettol continue to be contested and the case is presently before the Sales
Tax Tribunal. Against the total demand of Rs. 45 mn (Rs. 27 mn shown as contingent liability in previous years and Rs.
18 mn raised in the current year) the Company had to pay Rs. 31 mn during the year. The total amount of Rs. 45 mn has
been provided for in the Accounts.
Total Operating Profit for the Company at Rs. 252 mn was lower than last year (1997: Rs. 297 mn) and the Profit
before tax at Rs. 200 mn was lower by Rs. 54 mn.
The uncertainty of exchange movements and the related changes in Government policies necessitated maintenance of
a higher level of working assets during the year, coupled with the requirement of margins to be deposited with the
banks to open letters of credit, resulted in a strong pressure on cash flow. This has resulted in mark-up on running
finance increasing from Rs. 18 mn to Rs. 26 mn.
Tax was higher on account of the provision of Rs. 12 mn made in respect of prior years (in 1997 the prior year provision
was a favourable Rs. 20 mn.) resulting in a Profit after tax of Rs. 113 mn which was Rs. 85 mn lower than last year.
Appropriations
The Board recommends:
- A final dividend of Rs. 41.676 mn [@ Rs. 1.30 per share] which together with the interim dividend of Rs.
41.676 mn makes a total of Rs. 83.352 mn [1997: Rs. 112.205 mn].
- The transfer of Rs. 35.0 mn to General Reserve [1997: Rs. 85.0 mn].
Prospects and Development
Excellent opportunities exist for business development. The single most important factor at this point of time, however,
on which rests the future growth, profitability and viability of Reckitt & Colman and hence that of all its shareholders
and employees, is the ability to make adequate price adjustments on pharmaceutical products. Second is the Government's
will to reduce smuggling under the protection of the Afghan Transit Trade Agreement. It is earnestly hoped that the
Government will soon respond positively.
Directors
In accordance with the provisions of the Companies Ordinance, 1984, Directors' term of office expires this year. All the
existing Directors are eligible for re-election as Directors.
K. J. DINSHAW TARIQ IKRAM
Chairman Chief Executive
March 10, 1999
COMPARISON OF RESULTS
1992 1993 1994 1995 *1996 1997 1998
(Rupees'000)
EARNINGS & DISTRIBUTION (RECKITT & COLMAN OF PAKISTAN LTD.)
Sales 602,149 741,278 792,200 922,447 1,534,110 1,987,051 2,247,447
Profit before tax 110,070 118,183 123,104 157,839 199,416 253,555 199,834
Taxes 53,751 43,016 46,594 52,556 1,454 55,828 87,068
Net earnings 56,319 75,167 76,510 105,283 197,962 197,727 112,766
Dividend 35,290 41,172 45,172 59,288 112,205 112,205 83,352
Retained in business 21,029 33,995 31,338 45,995 85,757 85,522 29,414
Bonus share issued 19,606 - 23,527 28,232 49,368 - -
EARNINGS & DISTRIBUTION (RECKITT & COLMAN PHARMACEUTICALS (PVT.) LTD.)
Sales 249,239 293,985 373,284 417,200
Profit before tax 47,404 75,222 105,698 110,756
Taxes 24,679 37,155 47,864 22,025
Net earnings 22,725 38,067 57,834 88,731
Dividend 10,230 12,835 17,113 20,964
Retained in business 12,495 25,232 40,721 67,767
Bonus share issued 5,167 4,651 7,130 17,114
FINANCIAL POSITION (RECKITT & COLMAN OF PAKISTAN LTD.)
Share Capital 117,635 117,635 141,162 169,394 320,587 320,587 320,587
Capital & revenue reserves 80,101 114,096 121,907 137,128 282,633 368,155 397,569
---------- ---------- ---------- ---------- ---------- ---------- ----------
Shareholders equity 197,736 231,731 263,069 306,522 603,220 688,742 718,156
Surplus on revaluation 671 671 671 671 1,408 1,408 1,408
Long term loans and
deferred liabilities/tax 22,240 20,642 27,438 33,421 54,787 64,136 84,156
Total capital employed 220,647 253,044 291,178 340,614 659,415 754,286 803,720
Represented by:
Fixed assets 62,228 101,578 128,083 151,738 327,147 345,796 354,541
Long term loans/deposits
& deferred cost      944 2,511 4,779 3,964 39,798 34,515 30,385
Net current assets 157,475 148,955 158,316 184,912 292,470 373,975 418,794
STATISTICS (RECKITT & COLMAN OF PAKISTAN LTD.)
Net earnings per share (Rs.) 4.79 6.39 5.42 6.22 6.17 6.17 3.52
Dividend declare per share (Rs.) 3.00 3.50 3.20 3.50 3.50 3.50 2.60
Bonus issue - 2:10 2:10 3:20 - - -
Break up value per share (Rs.) 16.81 19.70 18.64 18.10 18.82 21.48 22.40
* COMBINED RESULTS INCLUDING THE FORMER RECKITT & COLMAN PHARMACEUTICALS (PVT.) LTD.
REPORT OF THE DIRECTORS
The Directors submit their Report together with the audited Statement of Accounts for the period ended December
31, 1998.
Business Review
The annexed Review deals with the year's activities and the Directors of the Company endorse the contents
thereof.
Year 2000 Compliance
The Company has for some time been addressing the issues and risks related to the potential impact of "Year
2000" on computer systems and infrastructure. In this connection a programme was initiated in 1997 to identify
risk areas and develop and execute appropriate plans. The Company is well advanced in the implementation of
these plans with a target completion date of September, 1999. Some aspects of "Year 2000" will remain to be
addressed after this date where this does not pose a significant business risk. The programme is subject to regular
senior management review and appropriate steps have and are being taken to minimise "Year 2000"- related
business risks.
Financial Results and Appropriations
The profit and appropriations are as follows:
Rupees'000
Net profit for the year before tax 199,834
Less: Provision for tax 87,068
----------
Profit after tax 112,766
Unappropriated profit from previous year 5,855
----------
Profit available for appropriation 118,621
Appropriations:
Interim dividend paid @ 13% 41,676
Proposed final dividend @ 13% 41,676
Transfer to General Reserve 35,000 118,352
---------- ----------
Unappropriated profit carried forward to next year 269
==========
Earnings per share
The "earnings per share" numbers are provided at Pages 4 and 7.
Pattern of Shareholding
The pattern of shareholding is provided at page 32. The Company's holding company is Reckitt & Colman plc,
which is incorporated in the U.K.
Auditors
The Company's auditors Messrs A.F. Ferguson & Co., retire and offer themselves for re-appointment.
BY ORDER OF THE BOARD
TARIQ IKRAM
March 10, 1999 Chief Executive
AUDITORS' REPORT TO THE MEMBERS
We have audited the annexed balance sheet of Reckitt & Colman of Pakistan Limited as at December 31, 1998
and the related profit and loss account and cash flow statement, together with the notes forming part thereof,
for the period then ended and we state that we have obtained all the information and explanations which to
the best of our knowledge and belief were necessary for the purposes of our audit and, after due verification
thereof, we report that:
(a) in our opinion, proper books of account have been kept by the company as required by the Companies
Ordinance, 1984;
(b) in our opinion:
(i) the balance sheet and profit and loss account together with the notes thereon have been drawn
up in conformity with the Companies Ordinance, 1984 and are in agreement with the books of
account and are further in accordance with accounting policies consistently applied except for the
change as stated in note 2(i) with which we concur;
(ii) the expenditure incurred during the period was for the purpose of the company's business; and
(iii) the business conducted, investments made and expenditure incurred during the period were in
accordance with the objects of the company;
(c) in our opinion and to the best of our information and according to the explanations given to us, the
balance sheet, profit and loss account and the cash flow statement, together with the notes forming part
thereof, give the information required by the Companies Ordinance, 1984 in the manner so required and
respectively give a true and fair view of the state of the company's affairs as at December 31, 1998
and of the profit and cash flows for the period then ended; and
(d) in our opinion Zakat deductible at source under the Zakat and Ushr Ordinance, 1980 was deducted by
the company and deposited in the Central Zakat Fund established under Section 7 of that Ordinance.
A. F. Ferguson & Co.
March 15, 1999 Chartered Accountants
PROFIT AND LOSS ACCOUNT FOR THE PERIOD ENDED DECEMBER 31, 1998
Note Period 52 weeks
ended ended
December January
31, 1998 3, 1998
(Rupees in thousand)
Sales 3 2,247,447 1,987,051
Cost of sales 3 1,605,051 1,372,099
---------- ----------
642,396 614,952
Selling and administrative expenses 3 390,273 317,911
---------- ----------
Operating profit 3 252,123 297,041
Other income 6 4,458 10,585
---------- ----------
256,581 307,626
---------- ----------
Financial expenses 7 29,217 20,521
Other charges 8 27,530 33,550
---------- ----------
56,747 54,071
---------- ----------
Profit before taxation 199,834 253,555
Taxation 9 87,068 55,828
---------- ----------
Profit after taxation 112,766 197,727
Unappropriated profit brought forward 5,855 5,333
---------- ----------
Profit available for appropriation 118,621 203,060
Appropriations
Transfer to general reserve 35,000 85,000
Interim dividend @ 13% (1997: 11%) 41,676 35,265
Proposed final dividend @ 13% (1997: 24%) 41,676 76,940
---------- ----------
118,352 197,205
---------- ----------
Unappropriated profit carried forward 269 5,855
========== ==========
Basic earnings per share 10 Rs. 3.52 Rs. 6.17
========== ==========
The annexed notes form an integral part of these accounts.
TARIQ IKRAM YUSUF G. MANDVIWALLA
Chief Executive Director
BALANCE SHEET AS AT DECEMBER 31, 1998
Note As at As at
December January
31, 1998 3, 1998
(Rupees in thousand)
SHARE CAPITAL AND RESERVES
Share capital
Authorised
50,000,000 ordinary shares of Rs 10 each 500,000 500,000
========== ==========
Issued, subscribed and paid-up 11 320,587 320,587
Reserves 12 397,300 362,300
Unappropriated profit 269 5,855
---------- ----------
718,156 688,742
SURPLUS ON REVALUATION OF FIXED ASSETS 13 1,408 1,408
DEFERRED LIABILITY - Staff Gratuity 14 93,102 75,850
CURRENT LIABILITIES
Short-term finance under mark-up arrangements 15 185,367 1,116
Creditors, accrued and other liabilities 16 563,901 317,572
Taxation - 2,564
Dividends 17 65,043 78,589
---------- ----------
814,311 399,841
COMMITMENTS 18
---------- ----------
1,626,977 1,165,841
========== ==========
Note As at As at
December January
31, 1998 3, 1998
(Rupees in thousand)
FIXED ASSETS
- Tangible
Operating assets 19 325,768 298,088
Capital work-in-progress - at cost 20 19,773 35,708
- Intangible
Goodwill 21 9,000 12,000
---------- ----------
354,541 345,796
DEFERRED COST 22 18,000 24,000
DEFERRED TAXATION 23 8,946 11,714
LONG-TERM LOANS 24 6,644 5,439
LONG-TERM DEPOSITS AND PREPAYMENTS 25 5,741 5,076
CURRENT ASSETS
Stores, spares and loose tools 26 4,527 4,580
Stock-in-trade 27 328,560 242,045
Trade debts 28 653,151 454,789
Current portion of long-term loans 24 1,928 1,686
Advances 29 11,499 8,839
Deposits and short-term prepayments 30 39,666 11,116
Other receivables 31 35,022 30,893
Taxation 3,699 -
Short-term investment 32 2,000 2,000
Cash and bank balances 33 153,053 17,868
---------- ----------
1,233,105 773,816
---------- ----------
1,626,977 1,165,841
========== ==========
The annexed notes form an integral part of these accounts.
TARIQ IKRAM YUSUF G. MANDVIWALLA
Chief Executive Director
CASH FLOW STATEMENT FOR THE PERIOD ENDED DECEMBER 31, 1998
Note Period 52 weeks
ended ended
December January
31, 1998 3, 1998
(Rupees in thousand)
CASH FLOW FROM OPERATING ACTIVITIES
Cash generated from operations 37 209,537 280,622
Mark up paid (18,227) (18,827)
Taxes paid (90,563) (73,582)