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


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




Google
 
Web Paksearch.com
Cyanamid (Pakistan) Limited
Annual Report 2000
CONTENTS
Company Information
Notice of Annual General Meeting
Report to the Directors
Auditors' Report to the Members
Balance Sheet
Profit & Loss Account
Cash Flow Statement
Statement of Changes in Equity
Notes to the Accounts
10 years history
Pattern of Shareholding
COMPANY INFORMATION
BOARD OF DIRECTORS
Arshad Rahim Khan Chairman, Chief Executive & Managing Director
M. Mustafa Khan Deputy Managing Director
Khawaja Bakhtiar Ahmed
John R. Stafford Alternate: S. Anwarul Haque
Bernard Poussot
Mark Larsen
James Robertson
Akhtar Mahmood Nominee of N.I.T.
COMPANY SECRETARY
Khawaja Bakhtiar Ahmed
BANKERS
Citi Bank, N.A.
Standard Chartered Bank
ABN-Amro Bank
AUDITORS
Sidat Hyder Qamar & Co.
LEGAL ADVISORS
Orr. Dignam & Company
Syed Qamaruddin Hassan
Legal Advisor Inc.
SHARE REGISTRAR
THK Associates (Pvt) Ltd.
Ground Floor,
Shaikh Sultan Trust Building No. 2,
Beaumont Road, Karachi.
Ph. # 5689021, 5686658
HEAD OFFICE/REGISTERED OFFICE
S-33, Hawkesbay Road, S.I.T.E.,
G.P.O. Box No. 167, Karachi.
Telephone: 2567411-34 & 111-777-333
Fax: 92-21-2564428
NOTICE OF ANNUAL GENERAL MEETING
NOTICE is hereby given that the Fifty Second Annual General Meeting of Cyanamid (Pakistan)
Limited will be held on Tuesday, June 19, 2001, at 9:30 a.m. at the Registered Office of the Company,
S-33, Hawkes Bay Road, S.I.T.E., Karachi, to transact the following business:
ORDINARY BUSINESS:
1. To confirm the minutes of the Extraordinary General Meeting of the Company held on
December 04, 2000.
2. To receive, consider and adopt the Audited Accounts together with the Directors' and Auditors'
Reports for the period ended December 31, 2000.
3. To appoint Auditors for the year ending December 31, 2001 and to authorize Board of Directors
to fix their remuneration.
SPECIAL BUSINESS:
4. If thought fit to pass, with or without modification, the following proposed Special Resolution;
"RESOLVED that, subject to the approval of the Registrar of Companies, the Company's
name be changed from Cyanamid (Pakistan) Limited to Wyeth Pakistan Limited and accordingly
the name of the Cyanamid (Pakistan) Limited wherever appearing in the Memorandum and
Articles of Association of the Company be substituted/replaced by the new name Wyeth
Pakistan Limited and deletion of Article 3A of the Articles of Association of the Company."
By order of the Board
KHWAJA BAKHTIAR AHMED
Karachi: May 14, 2001 Director/Company Secretary
NOTES:
1. The Share Transfer Books of the Company will remain closed from Wednesday, June 13, 2001 to
Tuesday, June 19, 2001 (both days inclusive).
2. A member entitled to attend and vote at the above meeting may appoint a proxy to attend and vote
instead of him/her. A proxy need not 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. Account holders and sub-account holders and/or the persons whose securities are in group account
and holding book entry securities of the Company in Central Depository System of Central Depository
Company of Pakistan Limited (CDC), who wish to attend the General Meeting are requested to please
bring original I.D. Card with copy thereof duly attested or the original passport and account number
in CDC for verification. In case of proxy, he/she must also produce attested copy of his/her NIC or
original passport at the time of meeting.
4. In case of corporate entity, the Board of Directors' resolution/power of attorney with specimen
signature shall be submitted alongwith proxy from to the Company.
STATEMENT UNDER SECTION 160(1) (b) OF THE COMPANIES ORDINANCE, 1984
The Shareholders' approval is requested for the change of name of the Company from 'Cyanamid (Pakistan)
Limited' to 'Wyeth Pakistan Limited' in order to confirm to the Global name, style and pattern for Pharmaceutical
Business as Wyeth by American Home Products Corporation, U.S.A. Cyanamid name was mainly related
to business of agro-chemical products and after the recent Global spin off of Agro Business to BASF AG,
the agriculture business of Pakistan Operation has ceased to exist. Therefore it is proposed to change the name
of the company from 'Cyanamid (Pakistan) Limited' to 'Wyeth Pakistan Limited'.
REPORT TO THE DIRECTORS
Your Directors are pleased to present their Annual Report of the Company together with the audited
accounts for the 13 months ended on December 31, 2000.
BUSINESS REVIEW
Year 2000 was a challenging period for the Company, wherein the following major events took
place:
* At last, the long awaited price increase of pharmaceutical products was announced by the
Ministry of Health on June 19, 2000 @ 8% on controlled and 10% on de-controlled products.
* The Company's accounting year was aligned with that of its parent company and the year-
end was changed from November 30 to December 31. As a result this report and the annexed
accounts cover a period of 13 months from December 1, 1999 to December 31, 2000.
* In accordance with the international sale agreement between its parent company American
Home Products Corporation and BASF Aktiengesellschaft whereby the later has taken over
the worldwide Crop Protection and Pest Control Business of American Home Products
Corporation and American Cyanamid Company which has also resulted in divestiture of
Agro-chemical business in Pakistan to BASF Chemicals & Polymers Pakistan (Pvt.) Limited
(BCPPL) under the Asset Purchase Agreement dated December 22, 2000. This transaction
has already been approved by the shareholders of the Company in their Extra Ordinary General
Meeting of the Company held on December 04, 2000. The sale includes all Crop Protection
Products held by Cyanamid, the related intellectual property rights and all marketing activities.
The Agro-chemical business having net assets value of Rs. 447.9 million as of June 30, 2000
was sold at a price equivalent to US$ 9.5 million.
* Lahore Plant was closed on November 30, 2000 for better utilization of resources and to
achieve costs synergies with a view to improve profitability. Company has made agreements
for manufacturing some of that plant products from third parties and rest of the products will
be manufactured at Karachi under Consolidation of Manufacturing Plant operation with the
object to utilize the full capacity of the Karachi plant. Consolidation of Manufacturing is in
progress and expected to be completed during the year 2001.
* Reorganization of Company's distribution system has been successfully done by switching
over from a National distributor to Regional distributors effective March 2000.
Performance review by Segment
Pharmaceutical Business
Domestic
2000 was a satisfactory year despite challenging environment, adverse economic condition,
the trade situation persisted in the country and the forced government policies towards the
pharmaceutical industry. The actions taken during 2000 to re-align our business for changes
taking place in the market and to improve our overall competitiveness enabled us to deal with
the changing conditions. During 13 months ended on December 31, 2000 our net sales grew
by 12.5% on an annualized basis. This growth was achieved due to increase in selling prices
announced by the Government of Pakistan and volume increases. Most of the major brands
performed well and improved their market share. Our leading Anti T.B. products "Myrin"
and "Myrin-P" further strengthened its position in a highly competitive market.
Gross profit at Rs. 669.1 million is significantly higher by 35.4% against the same period last
year. This was made possible due to increased turnover and reduction in Cost of Goods Sold
by 5.5% of Net Sales from last year by way of getting better prices through change in sourcing
of imported materials, improved production efficiencies, effective cost control, restructuring
headcount, rationalization of manufacturing facilities, discontinuation of non-profitable
products and focusing on high profit generating products without compromising the quality
of our products which is the key to success of your Company.
Administrative and Selling expenses of Rs. 357.9 million, increased by 1.2% as percent of
Net Sales. This was due to increase of promotional activities on our profitable products.
Operating profit of Rs. 311.2 million has increased by 57.5% in comparison to last year mainly
due to above measures.
Export
You will be happy to learn that your Company has been declared by Export Promotion Bureau
as one of the leading exporter of pharmaceutical products. The Company achieved a milestone
of Rs. 300 M export sales which recorded a substantial growth of 32.0% over the same period
last year owing to significant growth of export business with Russia, South Africa and
Philippines. We expect that the same trend will continue in future as well. All export proceeds
are received in US Dollars which go direct in the National Exchequer of Pakistan and help
to improve its reserves and balance of payment.
Agro-chemical business
The operating period comprised of seven months only as the business was sold to BCPPL
as per the Net Asset value excluding the allocated borrowings as of June 30, 2000. During
this period Net Sales were 8.6% of the total sales of 1999 mainly due to lower activity in view
of divestiture of Agro-chemical business and downward trend of crop protection business in
the Country. The Operating Loss Before Tax is 14.0% higher than last year due to higher Cost
of Goods Sold and Administration & Selling expenses as percent of Net Sales, heavy Financial
Charges on Agro-chemical business allocated borrowings and redundancy cost paid to the
employees.
Overall Company's Loss Before Taxation of Rs. 7.5 million reduced by Rs. 77.4 million as against
loss of Rs. 84.9 million in 1999. Despite generating an excellent operating profit in pharma business
the total results of the Company could not be converted into profit because of heavy looses in the
Agro-chemical business.
INFORMATION TECHNOLOGY
We aim to achieve full implementation of Enterprise Resources Planning (ERP) through one of the
leading software in this field i.e. J.D. Edwards World software. In this regard we have already
implemented Financial modules. We are heading towards strengthening our computer network and
implementation of Logistics and Manufacturing modules to reach the target of fully integrated ERP
solution.
DIRECTORS
During the year Messrs Arshad Rahim Khan and Mark Larsen joined the Board. Messrs Marco A.
Fonseca and Abbas Yaghi left the Board. The Board of Directors wish to place on record appreciation
of services rendered by the former Directors and welcome the new Directors. Further the Board
welcomes Mr. Arshad Rahim Khan as the new Chief Executive of the Company.
FUTURE OUTLOOK
The pharmaceutical industry continues to be dependent greatly on the policy of the Government
with respect to price increase and stability of Pak Rupee. Price increase granted this year after three
and half year on June 19, 2000 and its impact on Company's profitability has been eroded by the
devaluation of Pak Rupee shortly thereafter. Despite our best efforts in controlling cost we shall
also put in extra efforts to offset negative factors by taking suitable measures to the best possible
extent. The currency devaluation, inflation and Government's restrictions over selling prices are
known realities on which we have no control.
The present Government must initiate step to revitalize investment in pharmaceutical industry
through suitable amendments in statute governing product pricing and registration.
The Company is looking forward to the best offer to effect the sale of Lahore Plant and its related
assets.
On our part, the Company's management is committed to a long-term growth strategy, which is
reflected by taking the above stated measure. INSHALLAH, your Company will continue to sustain
progress in improving operating activities, achieving high productivity, minimizing operation down
times through a sustained manufacturing excellence program and introduction of new products.
SUBSEQUENT EVENTS
No material changes or commitment affecting financing position of the Company have taken place
between the end of the financial year and the date of this report except for sale proceeds of the
Agro-chemical business has been received on March 16, 2001 and this amount has been utilized
to reduce Company's borrowings/loans.
AUDITORS
The present Auditors, M/s. Sidat Hyder Qamar & Co. retire, and being eligible offer themselves
for reappointment.
PARENT COMPANIES
American Home Products Corporation incorporated in the State of Delaware, U.S.A. holds 576,470
(40.55%) shares and American Cyanamid Company, New Jersey, U.S.A. (100% owned company
of American Home Products Corporation) hold 448,560 (31.55%) shares thus the total holding of
both the companies is 72.10%.
PATTERN OF SHAREHOLDING
A statement of Pattern of Share Holding of the Company as at December 31, 2000 is shown on
page 34. Earning per share of the period is negative at Rs. 14.13 (1999: Negative at Rs. 79.53).
EMPLOYEES
The Directors are pleased to acknowledge that relation between management and workers remained
cordial throughout the period. Good union/management relations will help to ensure achievement
of our common Company objectives.
We would like to express our sincere gratitude to all our highly motivated and skilled employees
of the Company for their continued dedication, commitment and hard work without which it would
not have been possible to achieve better results as compared to last year.
We are pleased to inform you that Union agreement, which expired on April 30, 2000, was negotiated
in a cordial atmosphere and signed for a further period of two years.
By order of the Board
Arshad Rahim Khan Khwaja Bakhtiar Ahmed
Chief Executive Director
Karachi:
May 14, 2001
AUDITORS' REPORT TO THE MEMBERS
We have audited the annexed balance sheet of Cyanamid (Pakistan) Limited as at 31 December
2000 and the related profit and loss account, cash flow statement and statement of changes in equity
together with the notes forming part thereof, for the 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.
It is the responsibility of the Company's management to establish and maintain a system of internal
control, and prepare and present the above said statements in conformity with the approved accounting
standards and the requirements of the Companies Ordinance, 1984. Our responsibility is to express
an opinion on these statements based on our audit.
We conducted our audit in accordance with the auditing standards as applicable in Pakistan. These
standards require that we plan and perform the audit to obtain reasonable assurance about whether
the above said statements are free of any material misstatement. An audit includes examining, on
a test basis, evidence supporting the amounts and disclosures in the above said statements. An audit
also includes assessing the accounting policies and significant estimates made by management, as
well as, evaluating the overall presentation of the above said statements. We believe that our audit
provides a reasonable basis for our opinion and, after due verification, we report that:
a) in our opinion, proper books of account have been kept by the Company as required by the
Companies Ordinance, 1984;
b) in our opinion:
i) the balance sheet and profit and loss account together with the notes thereon have
been drawn up in conformity with the Companies Ordinance, 1984, and are in
agreement with the books of account and are further in accordance with accounting
policies consistently applied except for the changes as stated in notes 2.4 and 2.6
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 the 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, cash flow statement and statement of
changes in equity together with the notes forming part thereof conform with approved
accounting standards as applicable in Pakistan, and, give the information required by the
Companies Ordinance, 1984, in the manner so required and respectively give a true and
fair view of the state of the Company's affairs as at 31 December 2000 and of the loss, its
cash flows and changes in equity for the period then ended; and
d) in our opinion no zakat was deductible at source under the Zakat and Ushr Ordinance, 1980.
SIDAT HYDER QAMAR & CO.
Karachi: May 14, 2001 Chartered Accountants
BALANCE SHEET AS AT 31 DECEMBER, 2000
30 November
Note 2000 1999
(Rupees '000)
Fixed Assets-Tangible 3 101,402 157,617
Goodwill -- 6,701
Long term loans, deposits and prepayments 4 17,795 20,967
CURRENT ASSETS
Stores, spares and loose tools 5 11,942 39,985
Stock-in-trade 6 475,662 945,046
Trade debts 7 143,704 325,622
Loans, advances, deposits, prepayments and
other receivables 8 103,219 28,744
Taxation-net 9 375,649 307,959
Receivable from BASF Chemicals & Polymers
Pakistan (Private) Limited 10 551,000 --
Cash and bank balances 11 15,979 10,218
------------------ ------------------
1,677,155 1,657,574
LESS: CURRENT LIABILITIES
Current maturity of liability against assets
subject to finance lease 16 2,410 7,942
Short term loan-Unsecured 12 716,582 712,040
Short-term running finances under
mark-up arrangements-Secured 13 355,866 72,915
Creditors, accrued and other liabilities 14 431,091 717,559
Unclaimed dividend 541 541
------------------ ------------------
1,506,490 1,510,997
------------------ ------------------
NET CURRENT ASSETS 170,665 146,577
------------------ ------------------
289,862 331,862
========== ==========
REPRESENTED BY
Share capital 15 142,161 142,161
Reserves 382,147 382,147
Accumulated loss (276,255) (256,173)
------------------ ------------------
248,053 268,135
Liability against assets subject to finance lease 16 3,013 15,082
Deferred liability-Staff gratuity and pension 38,796 48,645
Contingencies and commitments 17 -- --
------------------ ------------------
289,862 331,862
========== ==========
The annexed notes form an integral part of these accounts.
Auditors' Report Annexed.
Arshad Rahim Khan Khwaja Bakhtiar Ahmed
Chief Executive Director
PROFIT & LOSS ACCOUNT FOR THE THIRTEEN MONTHS'
PERIOD ENDED 31 DECEMBER, 2000
30 November
Note 2000 1999
(Rupees '000)
Sales-net 18 2,100,840 2,286,040
Cost of goods sold 19 1,477,946 1,767,000
------------------ ------------------
Gross profit 622,894 519,040
Administrative and selling expenses 20 444,572 467,618
------------------ ------------------
Operating profit 178,322 51,422
Other income 21 9,328 10,610
------------------ ------------------
187,650 62,032
Financial charges 22 127,521 122,814
Amortization of goodwill 977 1,675
Restructuring costs 23 169,623 22,484
Gain on sale of discontinuing operation 10 103,002 --
------------------ ------------------
195,119 146,973
------------------ ------------------
Loss before taxation (7,469) (84,941)
Taxation
Current 12,613 20,670
Prior years' -- 7,453
------------------ ------------------
12,613 28,123
------------------ ------------------
Loss after taxation (20,082) (113,064)
Accumulated loss brought forward (256,173) (143,109)
------------------ ------------------
Accumulated loss carried forward (276,255) (256,173)
========== ==========
Rupees Rupees
Loss per share-Basic and diluted 24 (14.126) (79.532)
========== ==========
The annexed notes form an integral part of these accounts.
Arshad Rahim Khan Khwaja Bakhtiar Ahmed
Chief Executive Director
CASH FLOW STATEMENT FOR THE THIRTEEN
MONTHS' PERIOD ENDED 31 DECEMBER, 2000
30 November
Note 2000 1999
(Rupees '000)
CASH FLOW FROM OPERATING ACTIVITIES
Cash (used in)/generated from operations 29 (35,561) 55,870
Interest and mark-up paid (74,783) (43,493)
Income tax paid (80,303) (129,166)
Lease financial charges paid (2,318) (3,557)
Payment of gratuity and pension (52,860) (16,069)
Increase/(Decrease) in Long-term loans,
deposits and prepayments 573 (5,200)
------------------ ------------------
(209,691) (197,485)